Exhibit 10.1





SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT




This
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”)
dated as of June 18, 2010, by and among INTERNATIONAL-MATEX TANK TERMINALS,
(“International-Matex
Tank Terminals”), IMTT-BAYONNE (together with International-Matex Tank
Terminals, each a “US
Borrower” and collectively, the “US
Borrowers”), IMTT-QUEBEC INC. (“IMTT-Quebec”)
and IMTT-NTL, LTD., (together with IMTT-Quebec, each a “Canadian
Borrower” and collectively, the “Canadian
Borrowers”, and together with the US Borrowers, the “Borrowers”),
the several banks and other financial institutions from time to time party
hereto (collectively, the “Lenders”),
SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative
Agent”), as the US issuing bank (the “US Issuing
Bank”) and as swingline lender, and Royal Bank of Canada, as Canadian
funding agent for the Canadian Lenders (the “Canadian Funding
Agent”) and as the Canadian issuing bank (the “Canadian Issuing
Bank”, and together with the US Issuing Bank, the “Issuing
Banks”).




PRELIMINARY
STATEMENT:




WHEREAS, the Borrowers, the
Lenders, the Administrative Agent and the Canadian Funding Agent previously
entered into that certain Revolving Credit Agreement, dated as of June 7, 2007
(as the same has heretofore been amended, supplemented and otherwise modified
from time to time and is now in effect, the “Existing Credit
Agreement”), which established (x) a US$600,000,000revolving credit
facility in favor of the US Borrowers and (y) the Canadian Dollar Equivalent of
a US$25,000,000 revolving credit facility in favor of the Canadian
Borrowers;  capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Existing Credit Agreement,
and otherwise in the Restated Credit Agreement (as defined below);




WHEREAS, the Borrowers have
requested certain amendments to the Existing Credit Agreement, including (a) the
extension of the Commitment Termination Date to June 7, 2014 for at least
$312,500,000 of the Revolving Commitments; (b) the increase of (1) the US
Revolving Commitments to  US$1,065,000,000 and (2) the Canadian
Revolving Commitments to the Canadian Dollar Equivalent of US$30,000,000; (c)
the addition of a US$65,000,000 revolving commitment to be made by DnB NOR Bank
ASA; and (d) the reduction of the principal amount of those US Revolving
Commitments not extended to June 7, 2014 by US$60,000,000 resulting in aggregate
Commitments of US$1,100,000,000; subject to the terms and conditions hereof, the
requisite Lenders are willing to agree to such amendments, certain banks and
other financial institutions are willing to join the Restated Credit Agreement
(the “New
Lenders”), and the parties hereto have agreed to effect such amendments
through an amendment and restatement of the Existing Credit
Agreement;




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




SECTION
1.Amendment and
Restatement.The Existing
Credit Agreement is hereby amended and restated in the form of Exhibit A hereto (the
Existing Credit Agreement, as so amended and restated, being referred to as the
“Restated
Credit Agreement”).




SECTION
2.Joinder of New
Lenders.By executing and delivering this Amendment,
each New Lender hereby becomes a party to the Restated Credit Agreement as a
Lender thereunder with the same force and effect as if originally named therein
as a Lender, and without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Lender thereunder and
agrees to provide an Extended US Revolving Commitment to the US Borrowers under
the Restated Credit Agreement in the amount shown on Exhibit B hereto as
of the Restatement Date.  Each party hereto acknowledges and agrees
that the Extended US Revolving Commitments of the New Lenders and the
Commitments of the other Lenders under the Restated Credit Agreement are several
and not joint commitments and obligations of such Lenders.







SECTION
3.Revolving
Commitments.




(a)           Exhibit B hereto sets
forth for each Lender (i) its Revolving Commitment under the Existing Credit
Agreement immediately prior to giving effect to this Amendment, if any, (ii) the
amount, if any, of its Revolving Commitment that will be a Non-Extended US
Revolving Commitment and (iii) the amount, if any, of its Revolving Commitment
that such Lender is converting to an Extended Revolving Commitment (provided
that the Canadian Revolving Commitment shall be an Extended Revolving
Commitment) or the amount that such New Lender is committing to provide as an
Extended US Revolving Commitment.  To the extent any Lender has not
elected to convert any of its US Revolving Commitment to an Extended US
Revolving Commitment, all of its US Revolving Commitment under the Existing
Credit Agreement immediately prior to giving effect to this Amendment shall be
deemed to be a Non-Extended US Revolving Commitment immediately upon this
Amendment becoming effective.




(b)           Immediately
upon this Amendment becoming effective, (i) the principal amount of all US
Revolving Loans outstanding under the Existing Credit Agreement shall be deemed
to be outstanding ratably between the Extended US Revolving Commitments and the
Non-Extended US Revolving Commitments,  (ii) the Borrower shall be
deemed to have requested one or more Borrowings under the Extended US Revolving
Commitments in an aggregate amount equal to the aggregate outstanding
Non-Extended US Revolving Loans under the Non-Extended US Revolving Commitments
and (iii) the proceeds of such Borrowings shall be applied to repay such
Non-Extended US Revolving Loans under the Non-Extended US Revolving Commitments
on the date hereof, or to the extent that repayment of any Non-Extended US
Revolving Loan on the date hereof would result in any payment under Section 4.4
of the Existing Credit Agreement, then on the last day of the Interest Period
for such Non-Extended US Revolving Loans (and funding of the corresponding
Borrowing(s) shall not occur until such date).




(c)           Immediately
upon this Amendment becoming effective, all US Letters of Credit issued and
outstanding under the Existing Credit Agreement shall be deemed to be issued and
outstanding under the Extended US Revolving Commitments, each Extended US Lender
shall be deemed to have purchased a participation in the related US LC Exposure
equal to its Pro Rata Share (based on its Extended US Revolving Commitment and
the Aggregate Extended US Revolving Commitment Amount) thereof, and any
participation in the US LC Exposure held by the Non-Extended US Lenders shall
immediately terminate and be of no further force and effect.




(d)           Immediately
upon this Amendment becoming effective, the aggregate principal amount of the
Non-Extended US Revolving Commitments shall be reduced to $130,000,000,
allocated ratably to the Non-Extended US Revolving Commitments, and all notices
required in connection with such reduction are hereby waived.




SECTION
4.Conditions of
Effectiveness.  Notwithstanding any other provision of this
Amendment and without affecting in any manner the rights of the Lenders
hereunder, it is understood and agreed that this Amendment shall not become
effective, and the Borrower shall have no rights under this Amendment, unless
and until:




(a)           each
of the conditions set forth in Section 5.1 of the Restated Credit Agreement is
satisfied (or waived in accordance with Section 13.2 of the Existing Credit
Agreement); and





(b)           the
Administrative Agent shall have received executed counterparts of this Amendment
from the Borrower, from the Required Lenders and from Lenders agreeing to
provide Extended Revolving Commitments in an aggregate committed principal
amount of at least $312,500,000.


2




SECTION
5.Representations
and Warranties.  The Borrowers represent and warrant that (a)
the representations and warranties contained in Article VI of the Credit
Agreement, as amended hereby (with each reference therein to (i) “this
Agreement”, “hereunder” and words of like import referring to the Credit
Agreement being deemed to be a reference to this Amendment and the Credit
Agreement as amended hereby and (ii) “Loan Documents”, “thereunder” and words of
like import being deemed to include this Amendment and the Credit Agreement, as
amended hereby) are true and correct on and as of the date hereof as though made
on and as of such date, and (b) no event has occurred and is continuing, or
would result from the execution and delivery of this Amendment, that constitutes
a Default or an Event of Default.




SECTION
6.Effect of
Amendment.  Except as set forth expressly herein, all terms of
the Loan Documents shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of the
Borrowers to the Lenders and the Administrative Agent.  This Amendment
shall constitute a Loan Document for all purposes of the Restated Credit
Agreement.




SECTION
7.No
Novation.  This Amendment is
not intended by the parties to be, and shall not be construed to be, a novation
of the Existing Credit Agreement or an accord and satisfaction in regard
thereto




SECTION
8.Costs and
Expenses.  The Borrowers agree to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for each of the
Administrative Agent and the Canadian Funding Agent with respect thereto, and
all costs and expenses (including, without limitation, counsel fees and
expenses), if any, in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Amendment.




SECTION
9.Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.  Delivery of an executed counterpart of this Amendment by
facsimile transmission or by electronic mail in PDF form shall be as effective
as delivery of a manually executed counterpart hereof.




SECTION
10.Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the law (without giving effect to the conflict of law
principles thereof except for Sections 5-1401 and 5-1402 of the New York General
Obligations Law) of the State of the New York.




[Signature
Pages Follow]


3


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective
duly authorized officers as of the date first above written.




BORROWERS:INTERNATIONAL-MATEX
      TANK TERMINALSBy
                /s/ Howard W. StreifferName:  Howard
      W. StreifferTitle:  Chief
      Banking OfficerBy
                /s/
      John SiragusaName:  John
      SiragusaTitle:  Senior
      Vice President and Chief FinancialOfficerIMTT-BAYONNEBy
                /s/Howard W. StreifferName:  Howard
      W. StreifferTitle:  Chief
      Banking OfficerBy
                /s/John SiragusaName:  John
      SiragusaTitle:  Senior
      Vice President and Chief FinancialOfficerIMTT-QUEBEC
      INC.By
                /s/Howard W. StreifferName:  Howard
      W. StreifferTitle:  Executive
      Vice President-Finance and ChiefFinancial
      OfficerIMTT-NTL,
      LTD.By
                /s/Howard W. StreifferName:  Howard
      W. StreifferTitle:  Executive
      Vice President-Finance and ChiefFinancial
      Officer





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








GUARANTORS:BAYONNE
      INDUSTRIES, INC.ST.
      ROSE NURSERY, INC.OIL
      MOP, L.L.C.EAST
      JERSEY RAILROAD AND TERMINALCOMPANYBy
              /s/Howard W. StreifferName:  Howard
      W. StreifferTitle:  
      Chief Banking OfficerIMTT-FINCOIMTT-ILLINOISIMTT-VIRGINIAIMTT-GRETNAIMTT-BCIMTT-PIPELINEIMTT-BXIMTT-RICHMOND-CAINTERNATIONAL
      ENVIRONMENTAL PARTNERSIMTT-PETROLEUM
      MANAGEMENTIMTT-GEISMARBy
              /s/Howard W. StreifferName:  Howard
      W. StreifferTitle:  Chief
      Banking OfficerBy
              /s/John SiragusaName:  John
      SiragusaTitle:  Senior
      Vice President and Chief FinancialOfficer





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








ADMINISTRATIVE
      AGENT:SUNTRUST
      BANKas
      Administrative Agent, as a US Issuing Bank, as
                  Swingline
      Lender and as a US LenderBy
                /s/ Carmen J. MaliziaName:
      Carmen J. MaliziaTitle:
      Vice President





[SIGNATURE PAGE TO
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








CITIBANK
      N.A.By
              /s/Faith E. AllenName:
      Faith E. AllenTitle:
      Sr. Vice President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








THE
      GOVERNOR AND COMPANY OF THEBANK
      OF IRELANDByName:Title:




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








THE ROYAL BANK OF SCOTLAND
      PLCByName:Title:




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








CAPITAL
      ONE, N.A.By
              /s/Cheryl DeneneaName:
      Cheryl DeneneaTitle:
      SVP





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








BANK
      LEUMI USABy
                /s/
      Joung Hee HongName:
      Joung Hee HongTitle:
      First Vice President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








IBERIABANKBy
                /s/
      ROBERT L. BROWNINGName:
      ROBERT L. BROWNINGTitle:
      EXECUTIVE VICE
PRESIDENT





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








ROYAL
      BANK OF CANADABy
              /s/Marie-jose MarceauName:
      Marie-jose MarceauTitle:
      Senior account manager





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








DnB
      NOR BANK ASABy
                            /s/
      Giacomo LandiName:
      Giacomo LandiTitle:
      Senior Vice PresidentBy
                            /s/
      Cathleen BuckleyName:
      Cathleen BuckleyTitle: First
      Vice
President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








WHITNEY
      NATIONAL BANKBy
              /s/Hollie L. EricksonName:
      Hollie L. EricksonTitle:
      Vice President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








JPMORGAN
      CHASE BANK, NABy
              /s/Edward K. BowdonName:
      Edward K. BowdonTitle:
      Vice President











REGIONS
      BANKBy
              /s/Christian WhiteName:
      Christian WhiteTitle:
      Vice President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








COOPERATIEVE
      CENTRALE RAIFFEISEN-BOERENLEENBANK
      B.A. “RABOBANKNEDERLAND”,
      NEW YORK BRANCHBy
              /s/JEFF P. GEISBAUERName:
      JEFF P. GEISBAUERTitle:
      Vice PresidentBy
              /s/Rebecca O. MorrowName:
      Rebecca O. MorrowTitle:
      Executive Director





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








UNION
      BANK, N.A.By
              /s/Jesus SerranoName:
      Jesus SerranoTitle:
      Vice President




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]







BRANCH
      BANKING AND TRUST COMPANYBy
              /s/Troy R. WeaverName:
      Troy R. WeaverTitle:
      Senior Vice President




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]







BANK
      OF AMERICA, N.A.ByName:Title:




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]







MIZUHO
      CORPORATE BANK LTD.ByName:Title:




[SIGNATURE PAGE TO SECOND AMENDMENT
TO REVOLVING CREDIT AGREEMENT]








BMO
      CAPITAL MARKETS FINANCING, INC.ByName:Title:





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








BNP
      PARIBASBy
              /s/J. Christopher LyonsName:
      J. Christopher LyonsTitle:
      Managing Director





By
              /s/RICHARD HAWTHORNEName:
      RICHARD HAWTHORNETitle:
      DIRECTOR




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








COMPASS
      BANKBy
              /s/Mark TaylorName:
      Mark TaylorTitle:
      SVP




[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








WELLS
      FARGO BANK, N.A.By
                /s/
      WARREN R. RUSSName:
      WARREN R. RUSSTitle:
      VICE PRESIDENT





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








US
      BANK, NATIONAL ASSOCIATIONBy
              /s/[illegible]
      Dee O’Dell IIName:
      [illegible]
      Dee O’Dell IITitle:
      SVP





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]








COMERICA
      BANKBy
              /s/DeVon LangName:
      DeVon LangTitle:
      Assistant Vice President





[SIGNATURE
PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]





Exhibit
A


Execution
Version





AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT





dated
as of June 18, 2010





among





INTERNATIONAL-MATEX
TANK TERMINALS and IMTT-BAYONNE


as US
Borrowers,





IMTT-QUEBEC
INC. and IMTT-NTL, LTD.


as
Canadian Borrowers





THE
LENDERS FROM TIME TO TIME PARTY HERETO,





REGIONS
BANK and DnB NOR BANK ASA


as
Co-Syndication Agents,





COMPASS
BANK and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK


B.A.
“RABOBANK NEDERLAND”, NEW YORK BRANCH


as
Co-Documentation Agents,





WELLS
FARGO BANK, N.A., BNP PARIBAS AND BRANCH BANKING & TRUST CO.


as
Co-Managing Agents,





and





SUNTRUST
BANK


as
Administrative Agent








SUNTRUST
ROBINSON HUMPHREY, INC. and REGIONS CAPITAL MARKETS,


as Joint
Lead Arrangers





and





SUNTRUST
ROBINSON HUMPHREY, INC., REGIONS CAPITAL MARKETS and


DNB
NOR BANK ASA,





as
Joint Book Managers








TABLE
OF CONTENTS


PageARTICLE
      I         DEFINITIONS;
      CONSTRUCTION
                    
                    
                    1Section
      1.1.
                    Definitions
                    
                    
                    1Section
      1.2.
                    Classifications
      of Loans and Borrowings
                    
                    
                    32Section
      1.3.
                    Accounting
      Terms and Determination
                    
                    
                    32Section
      1.4.
                    Terms
      Generally
                    
                    
                    32ARTICLE
      II        AMOUNT AND TERMS OF THE
      US COMMITMENTS
                    
                    
                    33Section
      2.1.
                    General
      Description of US Facilities
                    
                    
                    33Section
      2.2.
                    Revolving
      Loans
                    
                    
                    33Section
      2.3.
                    Procedure
      for US Revolving Borrowings
                    
                    
                    34Section
      2.4.
                    Swingline
      Commitment
                    
                    
                    35Section
      2.5.
                    Letters
      of Credit
                    
                    
                    36Section
      2.6.
                    Funding
      of US Borrowings
                    
                    
                    40Section
      2.8.
                    Interest
      Elections
                    
                    
                    41ARTICLE
      III       AMOUNT AND TERMS OF THE
      CANADIAN REVOLVING COMMITMENTS
                    
                    
                    42Section
      3.1.
                    General
      Description of Canadian Facilities
                    
                    
                    42Section
      3.2.
                    Canadian
      Revolving Loans
                    
                    
                    42Section
      3.3.
                    Procedure
      for Canadian Prime Rate Borrowings
                    
                    
                    42Section
      3.4.
                    Bankers’
      Acceptances.
                    
                    
                    43Section
      3.5.
                    Canadian
      LC Commitment
                    
                    
                    48Section
      3.6.
                    Exchange
      Rate Recalculation
                    
                    
                    51Section
      3.7.
                    Interest
      Act
                    
                    
                    51ARTICLE
      IV       NOTICE OF
      BORROWING
                    
                    
                    52Section
      4.1.
                    Optional
      Reduction and Termination of Commitments
                    
                    
                    52Section
      4.2.
                    Repayment
      of Loans
                    
                    
                    53Section
      4.3.
                    Evidence
      of Indebtedness
                    
                    
                    53Section
      4.4.
                    Voluntary
      Prepayments
                    
                    
                    54Section
      4.5.
                    Mandatory
      Prepayments
                    
                    
                    54Section
      4.6.
                    Interest
      on Loans
                    
                    
                    55Section
      4.7.
                    Fees
                    
                    
                    56Section
      4.8.
                    Computation
      of Interest and Fees
                    
                    
                    59Section
      4.9.
                    Inability
      to Determine Interest Rates
                    
                    
                    59Section
      4.10.
                    Illegality
                    
                    
                    59Section
      4.11.
                    Increased
      Costs
                    
                    
                    60Section
      4.12.
                    Funding
      Indemnity
                    
                    
                    61Section
      4.13.
                    Taxes
                    
                    
                    61Section
      4.14.
                    Residency
      of Canadian Lenders and Canadian Funding Agent
                    
                    
                    62Section
      4.15.
                    Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs
                    
                    
                    63Section
      4.16.
                    Waterfall
                    
                    
                    65Section
      4.17.
                    Increase
      of Commitments; Additional Lenders
                    
                    
                    67Section
      4.18.
                    Mitigation
      of Obligations
                    
                    
                    69Section
      4.19.
                    Reallocation
      and Cash Collateralization of Defaulting Lender Commitment
                    
                    
                    69








ARTICLE
      V         CONDITIONS
      PRECEDENT TO LOANS AND LETTERS OF CREDIT
                    
                    
                    71Section
      5.1.
                    Conditions
      To Effectiveness
                    
                    
                    71Section
      5.2.
                    Each
      Credit Event
                    
                    
                    72Section
      5.3.
                    Delivery
      of Documents
                    
                    
                    74ARTICLE
      VI        REPRESENTATIONS AND
      WARRANTIES
                    
                    
                    74Section
      6.1.
                    Existence;
      Power
                    
                    
                    74Section
      6.2.
                    Organizational
      Power; Authorization
                    
                    
                    74Section
      6.3.
                    Governmental
      Approvals; No Conflicts
                    
                    
                    74Section
      6.4.
                    Financial
      Statements
                    
                    
                    74Section
      6.5.
                    Litigation
      and Environmental Matters
                    
                    
                    75Section
      6.6.
                    Compliance
      with Laws and Agreements
                    
                    
                    75Section
      6.7.
                    Investment
      Company Act, Etc.
                    
                    
                    75Section
      6.8.
                    Taxes
                    
                    
                    75Section
      6.9.
                    Margin
      Regulations
                    
                    
                    75Section
      6.10.
                    ERISA
                    
                    
                    76Section
      6.11.
                    Ownership
      of Property
                    
                    
                    76Section
      6.12.
                    Disclosure
                    
                    
                    76Section
      6.13.
                    Labor
      Relations
                    
                    
                    77Section
      6.14.
                    Subsidiaries
                    
                    
                    77Section
      6.15.
                    Insolvency
                    
                    
                    77Section
      6.16.
                    OFAC
                    
                    
                    77Section
      6.17.
                    Patriot
      Act
                    
                    
                    77ARTICLE
      VII       AFFIRMATIVE
      COVENANTS
                    
                    
                    77Section
      7.1.
                    Financial
      Statements and Other Information
                    
                    
                    78Section
      7.2.
                    Notices
      of Material Events
                    
                    
                    79Section
      7.3.
                    Existence;
      Conduct of Business
                    
                    
                    79Section
      7.4.
                    Compliance
      with Laws, Etc.
                    
                    
                    79Section
      7.5.
                    Payment
      of Obligations
                    
                    
                    79Section
      7.6.
                    Books
      and Records
                    
                    
                    80Section
      7.7.
                    Visitation,
      Inspection, Etc.
                    
                    
                    80Section
      7.8.
                    Maintenance
      of Properties; Insurance
                    
                    
                    80Section
      7.9.
                    Use
      of Proceeds and Letters of Credit
                    
                    
                    80Section
      7.10.
                    Additional
      Subsidiaries
                    
                    
                    80Section
      7.11.
                    Post-Closing
                    
                    
                    81ARTICLE
      VIII      FINANCIAL
COVENANTS
                    
                    
                    81Section
      8.1.
                    Leverage
      Ratio
                    
                    
                    81Section
      8.2.
                    Interest
      Coverage Ratio
                    
                    
                    81Section
      8.3.
                    Project
      EBITDA Adjustments
                    
                    
                    81ARTICLE
      IX         NEGATIVE
      COVENANTS
                    
                    
                    82Section
      9.1.
                    Indebtedness
      and Preferred Equity.
                    
                    
                    82Section
      9.2.
                    Negative
      Pledge
                    
                    
                    82Section
      9.3.
                    Fundamental
      Changes
                    
                    
                    83Section
      9.4.
                    Investments,
      Loans, Etc.
                    
                    
                    84Section
      9.5.
                    Restricted
      Payments
                    
                    
                    85Section
      9.6.
                    Transactions
      with Affiliates
                    
                    
                    85Section
      9.7.
                    Restrictive
      Agreements
                    
                    
                    85Section
      9.8.
                    Sale
      and Leaseback Transactions
                    
                    
                    85


ii





Section
      9.9.
                    Hedging
      Transactions
                    
                    
                    86Section
      9.10.
                    Restrictions
      on Amendments to Partnership Agreements
                    
                    
                    86Section
      9.11.
                    Accounting
      Changes; Fiscal Year
                    
                    
                    86ARTICLE
      X           EVENTS
      OF DEFAULT
                    
                    
                    86Section
      10.1.
                    Events
      of Default
                    
                    
                    86ARTICLE
      XI          THE AGENTS
      AND ISSUING BANKS
                    
                    
                    88Section
      11.1.
                    Appointment
      of Agents and Issuing Banks
                    
                    
                    88Section
      11.2.
                    Nature
      of Duties of Agents
                    
                    
                    89Section
      11.3.
                    Lack
      of Reliance on the Agents
                    
                    
                    90Section
      11.4.
                    Certain
      Rights of the Agents
                    
                    
                    90Section
      11.5.
                    Reliance
      by Agents
                    
                    
                    90Section
      11.6.
                    The
      Agents in their Individual Capacity
                    
                    
                    90Section
      11.7.
                    Successor
      Agents
                    
                    
                    91Section
      11.8.
                    Authorization
      to Execute other Loan Documents
                    
                    
                    92Section
      11.9.
                    Documentation,
      Syndication and Managing Agents.
                    
                    
                    92ARTICLE
      XII         CO-BORROWER
      GUARANTIES
                    
                    
                    92Section
      12.1.
                    Guaranty
      Obligations.
                    
                    
                    92Section
      12.2.
                    Guaranty
      Absolute
                    
                    
                    93Section
      12.3.
                    Waivers
                    
                    
                    94Section
      12.4.
                    Contribution
      Rights
                    
                    
                    94Section
      12.5.
                    Subordination
      of Subrogation
                    
                    
                    95Section
      12.5.
                    Subordination
      of Subrogation TC
                    
                    
                    95Section
      12.6.
                    Savings
      Clause.
                    
                    
                    96ARTICLE
      XIII        MISCELLANEOUS
                    
                    
                    96Section
      13.1.
                    Notices
                    
                    
                    96Section
      13.2.
                    Waiver;
      Amendments
                    
                    
                    99Section
      13.3.
                    Expenses;
      Indemnification
                    
                    
                    100Section
      13.4.
                    Successors
      and Assigns
                    
                    
                    102Section
      13.5.
                    Governing
      Law; Jurisdiction; Consent to Service of Process
                    
                    
                    105Section
      13.6.
                    WAIVER
      OF JURY TRIAL
                    
                    
                    106Section
      13.7.
                    Right
      of Setoff
                    
                    
                    106Section
      13.8.
                    Counterparts;
      Integration
                    
                    
                    106Section
      13.9.
                    Survival
                    
                    
                    107Section
      13.10.
                    Severability
                    
                    
                    107Section
      13.11.
                    Confidentiality
                    
                    
                    107Section
      13.12.
                    Interest
      Rate Limitation
                    
                    
                    108Section
      13.13.
                    Waiver
      of Effect of Corporate Seal
                    
                    
                    108Section
      13.14.
                    Patriot
      Act
                    
                    
                    108Section
      13.15.
                    Location
      of Closing
                    
                    
                    109Section
      13.16.
                    Amendment
      and Restatement
                    
                    
                    109Section
      13.17.
                    Currency
      Provisions
                    
                    
                    109


iii





SchedulesSchedule
      I
                    
                    
                    -
                    
                    Applicable
      Margin and Applicable PercentageSchedule
      II
                    
                    
                    -
                    
                    Commitment
      AmountsSchedule
      2.5
                    
                    
                    -
                    
                    Existing
      US Letters of CreditSchedule
      3.5
                    
                    
                    -
                    
                    Existing
      Canadian Letters of CreditSchedule
      6.5
                    
                    
                    -
                    
                    Environmental
      MattersSchedule
      6.14
                    
                    
                    -
                    
                    SubsidiariesSchedule
      9.1
                    
                    
                    -
                    
                    Outstanding
      IndebtednessSchedule
      9.2
                    
                    
                    -
                    
                    Existing
      LiensSchedule
      9.4
                    
                    
                    -
                    
                    Existing
      InvestmentsExhibitsExhibit
      A
                    
                    
                    -
                    
                    Form
      of Assignment and AcceptanceExhibit
      2.3
                    
                    
                    -
                    
                    Form
      of Notice of US Revolving BorrowingExhibit
      2.4
                    
                    
                    -
                    
                    Form
      of Notice of Swingline BorrowingExhibit
      2.8
                    
                    
                    -
                    
                    Form
      of Notice of US Conversion/ContinuationExhibit
      3.3(a)
                    
                    
                    -
                    
                    Form
      of Notice of Canadian Prime Rate BorrowingExhibit
      3.4(a)
                    
                    
                    -
                    
                    Form
      of Notice of Bankers’ AcceptancesExhibit
      3.4(e)
                    
                    
                    -
                    
                    Form
      of Notice of Conversion of Bankers’ Acceptances to Canadian Prime
      LoansExhibit
      7.1(c)
                    
                    
                    -
                    
                    Form
      of Compliance
Certificate


iv





AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT





THIS AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT(this “Agreement”)is made and entered into
as of June 18, 2010, by and among INTERNATIONAL-MATEX TANK TERMINALS, a Delaware
general partnership (“International-Matex Tank
Terminals”), IMTT-BAYONNE, a Delaware general partnership (together with
International-Matex Tank Terminals, each a “US Borrower” and
collectively, the “US
Borrowers”), IMTT-QUEBEC INC. a Canadian corporation (“IMTT-Quebec”) and
IMTT-NTL, LTD., a Canadian corporation (together with IMTT-Quebec, each a “Canadian Borrower”
and collectively, the “Canadian Borrowers”,
and together with the US Borrowers, the “Borrowers”), the
several banks and other financial institutions and lenders from time to time
party hereto (the “Lenders”), and
SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative
Agent”) and as swingline lender, the US issuing banks from time to time
party hereto (each, a “US Issuing Bank”) and
Royal Bank of Canada, as Canadian funding agent for the Canadian Lenders (the
“Canadian Funding
Agent”) and as the Canadian issuing bank (the “Canadian Issuing
Bank”, and together with the US Issuing Banks, the “Issuing
Banks”).





WITNESSETH:





WHEREAS, the Borrowers,
SunTrust Bank, as Administrative Agent, and the Lenders are parties to that
certain Revolving Credit Agreement, dated June 7, 2007 (as heretofore amended or
modified from time to time, the “Existing Credit
Agreement”), which established (x) a US$600,000,000revolving credit
facility in favor of the US Borrowers and (y) the Canadian Dollar Equivalent of
a US$25,000,000 revolving credit facility in favor of the Canadian
Borrowers;




WHEREAS, the Borrowers have
requested certain amendments to the Existing Credit Agreement, including (a) the
extension of the Commitment Termination Date to June 7, 2014 for at least
$312,500,000 of the Revolving Commitments; (b) the increase of (x) the US
Revolving Commitments to US$1,065,000,000and (y) the Canadian
Dollar Equivalent of a US$30,000,000; (c) the addition of a US$65,000,000
commitment to be made by DnB NOR Bank ASA; and (d) the reduction of the
principal amount of those US Revolving Commitments not extended to June 7, 2014
by US$60,000,000, resulting in aggregate Commitments of $1,100,000,000; subject
to the terms and conditions hereof, the requisite Lenders are willing to agree
to such amendments, and the parties hereto have agreed to effect such amendments
through an amendment and restatement of the Existing Credit
Agreement;




NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Borrowers, the Lenders, the Administrative Agent, the Canadian Funding Agent,
the Issuing Banks and the Swingline Lender agree that the Existing Credit
Agreement is amended and restated in its entirety as follows:




ARTICLE
I




DEFINITIONS;
CONSTRUCTION




Section
1.1.Definitions.  In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):




“Acceptance Date”
shall have the meaning set forth in Section
3.4.








“Acceptance Fee” shall
mean a fee payable by the applicable Canadian Borrower with respect to the
acceptance of a Bankers’ Acceptance under this Agreement, as set forth in Section 4.6(c).





“Additional Commitment
Amount” shall have the meaning set forth in Section
4.17.




“Additional Lender”
shall have the meaning set forth in Section
4.17.




“Adjusted LIBO Rate”
shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the
rate per annum obtained by dividing (i) LIBOR for such Interest Period by
(ii) a percentage equal to 1.00 minus the Eurodollar Reserve
Percentage.




“Administrative Agent”
shall have the meaning set forth in the opening paragraph hereof.




“Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative
questionnaire in the form provided by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.




“Affiliate” shall
mean, as to any Person, any other Person that directly, or indirectly through
one or more intermediaries, Controls, is Controlled by, or is under common
Control with, such Person.  For the purposes of this definition,
“Control” shall mean the power, directly or indirectly, either to (i) vote 10%
or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of a Person or (ii) direct
or cause the direction of the management and policies of a Person, whether
through the ability to exercise voting power, by control or
otherwise.  The terms “Controlling”, “Controlled by”, and “under
common Control with” have the meanings correlative thereto.




“Agents” shall mean,
collectively, the Administrative Agent and the Canadian Funding
Agent.




“Agreement” shall have
the meaning set forth in the opening paragraph hereof.




“Aggregate Canadian
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Canadian Revolving Commitments from time to time.  On the
Restatement Date, the Aggregate Canadian Commitment Amount is the Canadian
Dollar Equivalent of US$30,000,000.




“Aggregate Canadian Revolving
Commitments” shall mean, collectively, all Canadian Revolving Commitments
of all Lenders at any time outstanding.




“Aggregate Extended Revolving
Commitment Amount” shall mean the sum of the Aggregate Canadian Revolving
Commitment Amount plus the Aggregate Extended US Revolving Commitment
Amount.




“Aggregate Extended US
Revolving Commitment Amount” shall mean the aggregate principal amount of
the Aggregate Extended US Revolving Commitments from time to time.  On
the Restatement Date, the Aggregate Extended US Revolving Commitment Amount is
$875,000,000.




“Aggregate Extended US
Revolving Commitments” shall mean, collectively, all Extended US
Revolving Commitments of all Lenders at any time outstanding.


2




“Aggregate Non-Extended US
Revolving Commitment Amount” shall mean the aggregate principal amount of
the Aggregate Non-Extended US Revolving Commitments from time to
time.  On the Restatement Date, the Aggregate Non-Extended US
Revolving Commitment Amount is $190,000,000 which, pursuant to that certain
Second Amendment to Revolving Credit Agreement among the Borrowers, the Issuing
Banks, the Administrative Agent and the Canadian Funding Agent dated as of the
Restatement Date (the “Second
Amendment”), is immediately reduced upon the closing of the Second
Amendment to $130,000,000.




“Aggregate Non-Extended US
Revolving Commitments” shall mean, collectively, all Non-Extended US
Revolving Commitments of all Lenders at any time outstanding.




“Applicable Lending
Office” shall mean, for each Lender and for each Class and Type of Loan,
the “Lending Office” of such Lender (or an Affiliate of such Lender) designated
for such Type of Loan in the Administrative Questionnaire submitted by such
Lender or such other office of such Lender (or an Affiliate of such Lender) as
such Lender may from time to time specify to the Administrative Agent, the
Canadian Funding Agent (with respect to any lending office of any Canadian
Lender) and the Borrower Representative as the office by which its Loans of such
Class and Type are to be made and maintained.




“Applicable Margin”
shall mean, (i) with respect to all DnB NOR Loans outstanding on any date, 1.00%
per annum, (ii) with respect to all Non-Extended US Revolving Loans outstanding
on any date, a percentage per annum determined by reference to the applicable
Leverage Ratio in effect on such date as set forth on Schedule I in the
Non-Extended Commitment Pricing Grid, and (iii) with respect to all Extended
Revolving Loans outstanding on any date, a percentage per annum determined by
reference to the applicable Leverage Ratio in effect on such date as set forth
on Schedule I
in the Extended Commitment Pricing Grid; provided, that a
change in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective on the second Business Day after which the Borrowers deliver
the financial statements required by Section 7.1(a) or
(b) and the
Compliance Certificate required by Section 7.1(c); provided further,
that if at any time the Borrowers shall have failed to deliver such financial
statements and such Compliance Certificate when so required (x) the Applicable
Margin for Non-Extended US Revolving Loans shall be at Level VI of the
Non-Extended Commitment Pricing Grid and (y) the Applicable Margin for Extended
Revolving Loans shall be at Level VI as set forth in the Extended Commitment
Pricing Grid, in each case until such time as such financial statements and
Compliance Certificate are delivered, at which time the Applicable Margin for
all Revolving Loans shall be determined as provided above.  Any such
change in the Applicable Margin shall not apply to outstanding Loans consisting
of Bankers’ Acceptances until such Bankers’ Acceptances are converted to
Canadian Prime Loans or continued as additional Bankers’
Acceptances.  Notwithstanding the foregoing, the Applicable Margin
from the Restatement Date until date by which the financial statements and
Compliance Certificate for the Fiscal Quarter ending on June 30, 2010 is
delivered shall be at Level IV of the Non-Extended Commitment Pricing Grid and
Level IV of the Extended Commitment Pricing Grid, as the case may
be.  In the event that any financial statement or Compliance
Certificate delivered pursuant to Section 7.1(a), (b) or (c) is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin based upon the
Non-Extended Commitment Pricing Grid or the Extended Commitment Pricing Grid, as
the case may be, for any period that such financial statement or Compliance
Certificate covered, then (i) the Borrowers shall immediately deliver to the
Administrative Agent a correct financial statement or Compliance Certificate, as
the case may be, for such period, (ii) (x) the Applicable Margin for
Non-Extended US Revolving Loans shall be at Level VI of the Non-Extended
Commitment Pricing Grid and (y) the Applicable Margin for Extended Revolving
Loans shall be at Level VI as set forth in the Extended Commitment Pricing Grid,
and (iii) the Borrowers shall immediately pay to the Administrative Agent, for
the account of the US Lenders, and to the Canadian Funding Agent, for the
account of the Canadian Lenders, the accrued additional interest owing as a
result of such increased Applicable Margin for such period.  The
provisions of this definition shall not limit the rights of the Agents and the
Lenders with respect to Section 4.6(d) or
Article
X.


3




“Applicable
Percentage” shall mean, (x) with respect to the commitment fee for
Non-Extended US Revolving Commitments, as of any date, the percentage per annum
determined by reference to the applicable Leverage Ratio in effect on such date
as set forth in the Non-Extended Commitment Pricing Grid on Schedule I and (y)
with respect to the commitment fee for Extended Revolving Commitments, as of any
date, the percentage per annum determined by reference to the applicable
Leverage Ratio in effect on such date as set forth in the Extended Commitment
Pricing Grid on Schedule I; provided, that a
change in the Applicable Percentage resulting from a change in the Leverage
Ratio shall be effective on the second Business Day after which the Borrowers
deliver the financial statements required by Section 7.1(a) or (b) and the Compliance
Certificate required by Section 7.1(c); provided further, that if at
any time the Borrowers shall have failed to deliver such financial statements
and such Compliance Certificate, (x) the Applicable Percentage for Non-Extended
US Revolving Commitments shall be at Level VI of the Non-Extended Commitment
Pricing Grid and (y) the Applicable Percentage for Extended Revolving
Commitments shall be at Level VI as set forth in the Extended Commitment Pricing
Grid, in each case until such time as such financial statements and Compliance
Certificate are delivered, at which time the Applicable Percentage shall be
determined as provided above.  Notwithstanding the foregoing, the
Applicable Percentage for the commitment fees from the Restatement Date until
the date by which the financial statements and Compliance Certificate for the
Fiscal Quarter ending June 30, 2010 are required to be delivered shall be at
Level IV of the Non-Extended Commitment Pricing Grid and Level IV of the
Extended Commitment Pricing Grid, as the case may be.  In the event
that any financial statement or Compliance Certificate delivered pursuant to
Section 7.1(a),
(b) or (c) is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Percentage based upon
the Non-Extended Commitment Pricing Grid or the Extended Commitment Pricing
Grid, as the case may be, for any period that such financial statement or
Compliance Certificate covered, then (i) the Borrowers shall immediately deliver
to the Administrative Agent a correct financial statement or Compliance
Certificate, as the case may be, for such period, (ii) (x) the Applicable
Percentage for Non-Extended US Revolving Commitments shall be at Level VI of the
Non-Extended Commitment Pricing Grid and (y) the Applicable Percentage for
Extended Revolving Commitments shall be at Level VI as set forth in the Extended
Commitment Pricing Grid, and (iii) the Borrowers shall immediately pay to the
Administrative Agent, for the account of the US Lenders and to the Canadian
Funding Agent, on behalf of the Canadian Lenders, the accrued additional fee
owing as a result of such increased Applicable Percentage for such
period.  The provisions of this definition shall not limit the rights
of the Agents and the Lenders with respect to Section 4.6(d) or
Article
X.




“Approved Fund” shall
mean any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii)
an entity or an Affiliate of an entity that administers or manages a
Lender.




“Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section
13.4(b)) and accepted by the Administrative Agent, in the form of Exhibit A attached
hereto or any other form approved by the Administrative Agent.




“Available
Proceeds” shall
have the meaning set forth in Section
3.4.


4




“Bank Product Amount”
shall have the meaning set forth in the definition of “Bank Product
Provider”.




“Bank Product
Obligations” shall mean, collectively, all obligations and other
liabilities of any Loan Party to any Bank Product Provider arising with respect
to any Bank Products.




“Bank Product
Provider” means any Person that, at the time it provides any Bank
Products to any Loan Party, (i) is a Lender or an Affiliate of a Lender and (ii)
except when the Bank Product Provider is SunTrust Bank and its Affiliates, has
provided prior written notice to the Administrative Agent which has been
acknowledged by the Borrowers of (x) the existence of such Bank Product, (y) the
maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”)
and (z) the methodology to be used by such parties in determining the
obligations under such Bank Product from time to time.  In no event
shall any Bank Product Provider acting in such capacity be deemed a Lender for
purposes hereof to the extent of and as to Bank Products except that each
reference to the term “Lender” in Article XI and Section 13.3 shall be
deemed to include such Bank Product Provider and in no event shall the approval
of any such person in its capacity as Bank Product Provider be required in
connection with the release or termination of any security interest or Lien of
the Administrative Agent.  The Bank Product Amount may be changed from
time to time upon written notice to the Administrative Agent by the applicable
Bank Product Provider. No Bank Product Amount may be established at any time
that a Default or Event of Default exists.




“Bank Products” shall
mean any of the following services provided to any Loan Party by any Bank
Product Provider: (a) any treasury or other cash management services, including
deposit accounts, automated clearing house (ACH) origination and other funds
transfer, depository (including cash vault and check deposit), zero balance
accounts and sweeps, return items processing, controlled disbursement accounts,
positive pay, lockboxes and lockbox accounts, account reconciliation and
information reporting, payables outsourcing, payroll processing, trade finance
services, investment accounts and securities accounts, and (b) card services,
including credit card (including purchasing card and commercial card), prepaid
cards, including payroll, stored value and gift cards, merchant services
processing, and debit card services.




“Bankers’ Acceptance and
B/A” each shall mean, as applicable, a bill of exchange within the
meaning of the Bills of Exchange Act (Canada) denominated in Canadian Dollars,
drawn by a Canadian Borrower and accepted by a Canadian Lender, and a depository
bill issued in accordance with the Depository Act, as amended from time to
time.




“Bankruptcy Code”
shall mean any of the United States Bankruptcy Code of 1978 (11 U.S.C. § 101
et seq.), the Bankruptcy
and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act
(Canada), each as amended and in-effect from time to time.





“Base Rate” shall mean
the highest of (i) the per annum rate which the Administrative Agent
publicly announces from time to time to be its prime lending rate, as in effect
from time to time, (ii) the Federal Funds Rate, as in effect from time to
time, plus one-half of
one percent (0.50%) per annum and (iii) the Adjusted LIBO Rate determined on a
daily basis for an Interest Period of one (1) month, plus one percent (1.00%)
per annum.  The Administrative Agent’s prime lending rate is a
reference rate and does not necessarily represent the lowest or best rate
charged to customers.  The Administrative Agent may make commercial
loans or other loans at rates of interest at, above or below the Administrative
Agent’s prime lending rate.  Each change in the Administrative Agent’s
prime lending rate shall be effective from and including the date such change is
publicly announced as being effective.




“Borrower
Representative” shall mean International-Matex Tank
Terminals.


5




“Borrowing”shall mean a borrowing
consisting of (i) Loans of the same Class, Tranche and Type, made, converted or
continued on the same date and in the case of Eurodollar Loans, as to which a
single Interest Period is in effect, and in the case of Bankers’ Acceptances, as
to which a single Canadian Contract Period is in effect, or (ii) a Swingline
Loan.




“Borrowers” shall have
the meaning set forth in the opening paragraph hereof.




“Business Day” shall
mean (i) with respect to any borrowing, payment or rate selection of Loans under
the Aggregate Non-Extended US Revolving Commitments or the Aggregate Extended US
Revolving Commitments, a day (other than a Saturday or Sunday) on which banks
generally are open in New York, New York for the conduct of substantially all of
their commercial lending activities and, with respect to US Eurodollar Loans, on
which dealings in US Dollars are carried on in the London interbank market, (ii)
with respect to any borrowing, payment or rate selection of Loans under the
Aggregate Canadian Revolving Commitments, a day (other than a Saturday, Sunday
and any other day which is a statutory holiday in Toronto, Ontario or Montreal,
Quebec) on which chartered banks are open for over-the-counter business in
Toronto, Ontario and Montreal, Quebec and (iii) for all other purposes, a day
(other than a Saturday or Sunday) on which banks generally are open in New York,
New York for the conduct of substantially all of their commercial lending
activities.




“Canadian Allocable
Amount” shall have the meaning set forth in Section
12.4(b).




“Canadian Borrowers”
shall have the meaning set forth in the opening paragraph hereof.




“Canadian Borrower Guaranteed
Obligations” shall have the meaning set forth in Section
12.1(b).




“Canadian Commitment”
shall mean the Canadian Revolving Commitment.




“Canadian Contract
Period” shall mean, for any Bankers’ Acceptances, the period selected by
a Canadian Borrower in accordance with Section 3.4
commencing on the date such Bankers’ Acceptances are issued or extended, and
expiring on a Business Day, subject to the terms of Section 3.4(g) or
3.6 with
respect to Bankers’ Acceptances.




“Canadian Dollar
Equivalent” shall mean, on any date, (i) with respect to any amount
denominated in Canadian Dollars, such amount and (ii) with respect to any amount
denominated in US Dollars, the amount of Canadian Dollars that would be required
to purchase the amount of such US Dollars on such date based upon the Exchange
Rate as of the applicable date of determination.




“Canadian Dollars” or
“Cdn $” shall
mean the lawful currency of Canada.




“Canadian Funding
Agent” shall have the meaning set forth in the opening paragraph
hereof.




“Canadian Guarantor
Payment” shall have the meaning set forth in Section
12.4(b).




“Canadian Issuing
Bank” shall have the meaning set forth in the opening paragraph
hereof.




“Canadian LC
Commitment” shall mean that portion of the Canadian Revolving Commitment
that may be used by the Canadian Borrowers for the issuance of Canadian Letters
of Credit in an aggregate face amount not to exceed the Canadian Dollar
Equivalent of US $5,000,000.


6




“Canadian LC
Disbursement” shall mean a payment made by or on behalf of the Canadian
Issuing Bank pursuant to a Canadian Letter of Credit.




“Canadian LC
Documents” shall mean the Canadian Letters of Credit and all
applications, agreements and instruments relating to the Canadian Letters of
Credit.




“Canadian LC Exposure”
shall mean, at any time, the US Dollar Equivalent of the sum of (i) the
aggregate undrawn amount of all outstanding Canadian Letters of Credit at such
time, plus
(ii) the aggregate amount of all Canadian LC Disbursements that have not
been reimbursed by or on behalf of the Canadian Borrowers at such
time.  The Canadian LC Exposure of any Lender at any time shall be its
Pro Rata Share of the total Canadian LC Exposure at such time.




“Canadian Lenders”
shall mean those Lenders that have committed Canadian Revolving Commitments to
the Canadian Borrowers and shall include, where appropriate, each applicable
Additional Lender providing a Canadian Revolving Commitment that joins this
Agreement pursuant to Section
4.17.




“Canadian Letter of
Credit” shall mean any letter of credit issued pursuant to Section 3.5 by the
Canadian Issuing Bank for the account of the Canadian Borrowers pursuant to the
Canadian LC Commitment and the Existing Canadian Letters of Credit.




“Canadian Loans” shall
mean Canadian Revolving Loans plus Canadian LC Exposure.




“Canadian Obligations”
shall mean all amounts owing by the Canadian Borrowers to the Agents, the
Canadian Issuing Bank and the Canadian Lenders pursuant to or in connection with
this Agreement or any other Loan Document, including without limitation, all
principal, interest (including any interest accruing after the filing of any
petition in bankruptcy or the commencement of any insolvency, reorganization or
like proceeding relating to any Canadian Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), all
reimbursement obligations, fees, expenses, indemnification and reimbursement
payments, costs and expenses (including all fees and expenses of counsel to the
Agents and the Canadian Lenders incurred pursuant to this Agreement or any other
Loan Document), whether direct or indirect, absolute or contingent, liquidated
or unliquidated, now existing or hereafter arising hereunder or thereunder, all
Hedging Obligations owed by the Canadian Borrowers to any Lender-Related Hedge
Provider, and all Bank Product Obligations owed by the Canadian Borrowers, and
all obligations and liabilities incurred in connection with collecting and
enforcing the foregoing, together with all renewals, extensions, modifications
or refinancings thereof.




“Canadian Prime Loan”
shall mean a Loan which is denominated in Canadian Dollars and in respect of
which a Canadian Borrower is obligated to pay interest based upon the Canadian
Prime Rate.




“Canadian Prime Rate”
shall mean, with respect to a Canadian Prime Loan, on any day, the greater
of:




(a) the
annual rate of interest announced from time to time by the Canadian Funding
Agent as being its reference rate in effect on such day for determining interest
rates on Canadian Dollar denominated commercial loans made by it in Canada;
or




(b) the
One-Month BA Rate for such day plus 50 basis points per annum.


7




“Canadian Revolving
Commitment” shall mean, with respect to each Canadian Lender, the
commitment of such Lender to make Canadian Revolving Loans to the Canadian
Borrowers and to acquire participations in Canadian Letters of Credit in an
aggregate principal amount not exceeding the amount set forth for such Canadian
Lender on Schedule
II directly below the column entitled “Canadian Revolving Commitment
Amount”, as such schedule may be amended pursuant to Section 4.17, or in
the case of a Person becoming the Canadian Lender after the Closing Date, the
amount of the assigned “Canadian Revolving Commitment” as provided in the
Assignment and Acceptance executed by such Person as an assignee, or the joinder
executed by such Person, in each case as such commitment may subsequently be
increased or deceased pursuant to terms hereof.




“Canadian Revolving Credit
Exposure” shall mean, with respect to any Lender, at any time, the US
Dollar Equivalent of the sum of the outstanding principal amount of such
Lender’s Canadian Revolving Loans and Canadian LC Exposure.




“Canadian Revolving
Loan” shall mean a loan made by a Canadian Lender to the Canadian
Borrowers under its Canadian Revolving Commitment, which may either be a
Canadian Prime Loan or a Banker’s Acceptance.




“Capital Lease
Obligations” of any Person shall mean all obligations of such Person to
pay rent or other amounts under any lease (or other arrangement conveying the
right to use) of real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.




“Cash Collateralize”
shall mean, in respect of any obligations, to provide and pledge (as a first
priority perfected security interest) cash collateral for such obligations in
Dollars or in Canadian Dollars, as applicable, with the Administrative Agent
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent (and “Cash
Collateralization” has a corresponding meaning).




“Change in Control”
shall mean any event the result of which would be that (i) IMTT Holdings shall
fail to own, and hold all voting rights with respect to, directly or indirectly,
all of the outstanding Equity Interests (including without limitation both
general and limited partnership interests and limited liability company
membership interests) of the Borrowers (other than IMTT-Quebec) and the
Guarantors (including any Guarantors formed after the Closing Date), (ii) so
long as any Canadian Revolving Commitment is in place, IMTT Holdings shall fail
to own, and hold all voting rights with respect to, directly or indirectly, at
least 66 2/3% of the outstanding Equity Interests of IMTT-Quebec, or (iii) (x)
the Current Shareholder Group shall fail to own, and hold all voting rights with
respect to, 50% of the outstanding Equity Interests in IMTT Holdings, or (y) the
Macquarie Group or any part thereof shall fail to own, and hold all voting
rights with respect to, 50% of the outstanding Equity Interests in IMTT Holdings
(in each case on a fully diluted basis in accordance with GAAP).




“Change in Law” shall
mean (i) the adoption of any applicable law, rule or regulation after the date
of this Agreement, (ii) any change in any applicable law, rule or regulation, or
any change in the interpretation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by any Lender
(or its Applicable Lending Office) or any Issuing Bank (or for purposes of Section 4.11(b), by
such Lender’s or such Issuing Bank’s Parent Company, if applicable) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.




“Charges” shall have
the meaning set forth in Section
13.12.


8




“Class”,when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are US Revolving Loans, Canadian Revolving Loans or Swingline
Loans and when used in reference to any Commitment, refers to whether such
Commitment is a US Revolving Commitment, a Canadian Revolving Commitment or the
Swingline Commitment.




“Closing Date” shall
mean June 7, 2007.




“Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect from time to
time.




“Combined Acquisition EBITDA
Adjustments” means, for the Loan Parties for any period, Combined EBITDA
for such period attributable to any other Person that is acquired by, and itself
becomes, a Loan Party, or all or substantially all of the business or assets of
any other Person or operating division or business unit of any other Person
acquired by a Loan Party, in each case during such period for a purchase price
of at least $15,000,000 (as reasonably diligenced by the Loan
Parties).




“Combined EBITDA”
shall mean, for the Loan Parties for any period, an amount equal to the sum of
(i) Combined Net Income for such period plus (ii) to the extent
deducted in determining Combined Net Income for such period, (A) Combined
Interest Expense, (B) income tax expense determined on a combined basis in
accordance with GAAP, (C) depreciation and amortization determined on a combined
basis in accordance with GAAP, and (D) all other non-cash charges
(excluding writeoffs and reserves for bad debt and accounts receivable),
determined on a combined basis in accordance with GAAP, in each case for such
period.  Notwithstanding anything contained herein to the contrary,
all interest income, rental income, interest expense and rental expense related
to Intercompany Taxable Bonds and Intercompany Taxable Bond Obligations shall be
excluded for purposes of calculating Combined EBITDA for all purposes of this
Agreement.




“Combined Interest
Expense” shall mean, for the Loan Parties for any period determined on a
combined basis in accordance with GAAP, the sum of (i) total interest expense,
including without limitation the interest component of any payments in respect
of Capital Lease Obligations during such period(whether or not actually
paid during such period)plus(ii) the net amount
payable (or minus the
net amount receivable) with respect to Hedging Transactions during such period
(whether or not actually paid or received during such
period).  Notwithstanding anything contained herein to the contrary,
all interest income, rental income, interest expense and rental expense related
to Intercompany Taxable Bonds and Intercompany Taxable Bond Obligations shall be
excluded for purposes of calculating Combined Interest Expense for all purposes
of this Agreement.




“Combined Material Project
EBITDA Adjustments” means, with respect to each Material
Project:




(i)           prior
to the Commercial Operation Date of a Material Project (but including the Fiscal
Quarter in which such Commercial Operation Date occurs), a percentage (based on
the then-current completion percentage of such Material Project) of an amount to
be approved by the Administrative Agent as the projected Combined EBITDA for any
period attributable to such Material Project for the first 12-month period
following the scheduled Commercial Operation Date of such Material Project (such
amount to be determined based on customer contracts relating to such Material
Project, the creditworthiness of the other parties to such contracts, and
projected revenues from such contracts, tariffs, capital costs and expenses,
scheduled Commercial Operation Date, commodity price assumptions and other
factors deemed appropriate by the Administrative Agent), which may, at the
option of the Borrowers, be added to actual Combined EBITDA for any period for
the Fiscal Quarter in which construction of such Material Project commences and
for each Fiscal Quarter thereafter until the Commercial Operation Date of such
Material Project (including the Fiscal Quarter in which such Commercial
Operation Date occurs, but net of any actual Combined EBITDA attributable to
such Material Project following such Commercial Operation Date); provided that if the
actual Commercial Operation Date does not occur by the scheduled Commercial
Operation Date, then the foregoing amount shall be reduced, for quarters ending
after the scheduled Commercial Operation Date to (but excluding) the first full
quarter after its Commercial Operation Date, by the following percentage amounts
depending on the period of delay (based on the period of actual delay or
then-estimated delay, whichever is longer):  (i) 90 days or less, 0%,
(ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180
days but not more than 270 days, 50%, and (iv) longer than 270 days, 100%;
and


9





(ii)           beginning
with the first full Fiscal Quarter following the Commercial Operation Date of a
Material Project and for the two immediately succeeding Fiscal Quarters, an
amount to be approved by the Administrative Agent as the projected Combined
EBITDA attributable to such Material Project (determined in the same manner as
set forth in clause (i) above) for the balance of the four full Fiscal Quarter
period following such Commercial Operation Date, which may, at the Borrowers’
option, be added to actual Combined EBITDA for such Fiscal
Quarters.





Notwithstanding
the foregoing:





(x)            no
such additions shall be allowed with respect to any Material Project unless (a)
the Borrower Representative shall have delivered to the Administrative Agent
written pro forma projections of Combined EBITDA for any period attributable to
such Material Project, and (b) the Administrative Agent shall have approved
(such approval not to be unreasonably withheld) such projections and shall have
received such other information and documentation as the Administrative Agent
may reasonably request, all in form and substance satisfactory to the
Administrative Agent; and





(y)            the
aggregate amount of all Combined Material Project EBITDA Adjustments during any
period shall be limited to 20% of the total Combined EBITDA for such
period.





“Combined Net Income”
shall mean, for any period, the net income (or loss) of the Loan Parties for
such period determined on a combined basis in accordance with GAAP, excluding
therefrom (to the extent otherwise included therein) (i) any extraordinary
gains or losses in accordance with GAAP, (ii) any gains attributable to
write-ups of assets, (iii) any income (or loss) of any Person accrued prior to
the date it becomes a Loan Party or is merged into or combined with any Loan
Party on the date that such Person’s assets are acquired by any Loan Party
(except as provided in clause (y) below) and (iv) any equity interest of the
Loan Parties in the unremitted earnings of any Person that is not a Loan Party,
but including without limitation (x) all cash dividends, distributions, interest
and fees actually received by the Loan Parties from Persons (other than Loan
Parties, but including Unrestricted Subsidiaries) where the investments therein
are accounted for using the equity method and (y) the net income (or loss) of
any Person that was an Unrestricted Subsidiary on the first day of such period
and becomes a Loan Party during such period.  Notwithstanding anything
contained herein to the contrary, all interest income, rental income, interest
expense and rental expense related to Intercompany Taxable Bonds and
Intercompany Taxable Bond Obligations shall be excluded for purposes of
calculating Combined Net Income for all purposes of this
Agreement.


10


“Combined Total Funded
Debt” shall mean, as of any date, (i) all Indebtedness of the Loan
Parties measured on a combined basis as of such date, including without
limitation the Obligations, but excluding (x) Indebtedness of the type described
in subsection (xi) of the definition thereto, (y) Indebtedness that is fully
non-recourse to the Loan Parties and (z) Intercompany Taxable Bond Obligations,
less (ii) cash
or cash equivalents (x) held in escrow to secure any GO-Zone Bonds and (y) the
lesser of (A) $50,000,000 or (B) the amount by which the average cash maintained
in an investment account with SunTrust Bank or an affiliate thereof over the
immediately preceding 90 days exceeds $2,500,000, but in any event excluding any
cash collateral securing Letters of Credit.




“Commercial Operation
Date” shall mean the date on which a Material Project is substantially
complete and commercially operable.




“Commitment” shall
mean the US Commitments and the Canadian Revolving Commitments.




“Commitment Termination
Date”  shall mean (i) with respect to the Non-Extended US
Revolving Commitments, the Non-Extended Commitment Termination Date, (ii) with
respect to the Extended US Revolving Commitments, the Extended Commitment
Termination Date, (iii) with respect to the Canadian Revolving Commitments, the
Extended Commitment Termination Date and (iv) with respect to the DnB NOR
Commitments, the DnB NOR Commitment Termination Date.   Unless
otherwise provided herein, the Commitment Termination Date shall mean the
Extended Commitment Termination Date.




“Compliance
Certificate” shall mean a certificate from the principal financial
officer or treasurer of each Borrower in the form of, and containing the
certifications set forth in, the certificate attached hereto as Exhibit
7.1(c).




“Contractual Currency”
shall have the meaning set forth in Section
13.17(a).




“Contractual
Obligation” of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such
Person is obligated or by which it or any of the property in which it has an
interest is bound.




“Currency Conversion
Date” shall have the meaning set forth in Section
13.17(a).




“Current Shareholder
Group” shall mean any or all of the following:  James J.
Coleman, Jr., Thomas B. Coleman, Peter D. Coleman, Dian Coleman Winingder, the
siblings, spouses, ascendants and descendants of the foregoing, all trusts
established for the benefit of the foregoing, or other legal entities that are
100% owned and controlled by any of the foregoing or by Richard B. Jurisich,
Jr.




“Default” shall mean
any condition or event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.




“Default Interest”
shall have the meaning set forth in Section
4.6(d).




“Defaulting Lender”
shall mean, at any time, any Extended US Lender as to which the Administrative
Agent has notified the Borrower Representative that (i) such Extended US Lender
has failed for three (3) or more Business Days to comply with its obligations
under this Agreement to make a Loan and/or to make a payment to any US Issuing
Bank in respect of a US Letter of Credit or to the Swingline Lender in respect
of a Swingline Loan (each a “funding obligation”),
(ii) such Extended US Lender has notified the Administrative Agent, or has
stated publicly, that it will not comply with any such funding obligation
hereunder, or has defaulted on, its obligation to fund generally under any other
loan agreement, credit agreement or other financing agreement, (iii) such
Extended US Lender has, for three (3) or more Business Days, failed to confirm
in writing to the Administrative Agent, in response to a written request of the
Administrative Agent, that it will comply with its funding obligations
hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with
respect to such Extended US Lender.  The Administrative Agent will
promptly send to all parties hereto a copy of any notice to the Borrower
Representative provided for in this definition.


11




“Depository Act” shall
mean Depository Bills and Notes Act (Canada).




“Discount Notes” shall
mean all depository bills for deposit with The Canadian Depository for
Securities Limited pursuant to the Depository Act.




“Discount Price” shall
mean, for any Bankers’ Acceptance issued hereunder, an amount calculated on any
applicable date, by dividing




(a)           1




by




(b)           the
sum of one plus the product of:




(i)           the
Discount Rate applicable to the Bankers’ Acceptance, and




(ii)           a
fraction, the numerator of which is the number of days in the applicable
Canadian Contract Period and the denominator of which is 365,




with the
product being rounded up or down to the fifth decimal place and .00005 being
rounded up.





“Discount Proceeds”
shall mean, for any Bankers’ Acceptance issued hereunder, an amount calculated
by multiplying the face amount of the Bankers’ Acceptance by the Discount Price
for such Bankers’ Acceptance.




“Discount Rate” shall
mean, with respect to an issue of Bankers’ Acceptances or Discount Notes
with the same maturity date, (A) the average B/A discount rate for the
appropriate term as quoted on Reuters Screen CDOR Page determined at or about
10:00 a.m. (Toronto time) on that day or, (B) if the discount rate for a
particular term is not quoted on Reuters Screen CDOR Page, the arithmetic
average of the actual discount rates for B/As or Discount Notes, as
applicable, for such term quoted by the Canadian Lender but not to exceed the
actual rate of discount applicable to B/As or Discount Notes quoted by the
Canadian Lender for the same B/A or Discount Note issue.




“DnB NOR
Commitment(s)”shall mean, with respect
to any Lender, the obligation of such Lender to make or hold DnB NOR Loans
hereunder, in a principal amount equal to $65,000,000 on the Restatement Date as
such commitment may subsequently be decreased pursuant to the terms
hereof.   On the  Restatement Date, there is one DnB
NOR Commitment in the amount of $65,000,000.




“DnB NOR Commitment
Termination Date” shall mean, with respect to the DnB NOR Commitments,
the earlier of (i) December 31, 2012 or (ii) the date on which the principal
amount of the outstanding DnB NOR Loans have been declared or automatically have
become due and payable (whether by acceleration or otherwise).




“DnB NOR Existing
Notes” shall mean the promissory notes in the original aggregate
principal sum of $130,000,000 (with a principal balance on the Restatement Date
of $65,000,000) made by certain Affiliates of the Borrowers originally in favor
of Van Ommeren Tank Terminals Gulf Coast, Inc. and subsequently purchased by DnB
NOR Bank ASA pursuant to the Note Purchase Agreement among such parties dated as
of December 23, 2005.


12




“DnB NOR Lender” shall
mean a Lender with a DnB NOR Commitment.  On the Restatement Date, DnB
NOR Bank ASA is the sole DnB NOR Lender.




“DnB NOR Loan(s)”
shall have the meaning set forth in Section
2.2(c).




“Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.




“Environmental
Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties or
indemnities), of any Loan Party directly or indirectly resulting from or based
upon (i) any actual or alleged violation of any Environmental Law, (ii) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous
Materials, (iv) the Release or threatened Release of any Hazardous Materials or
(v) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing.




“Equity Interests”
shall mean, for any Person, any non-redeemable capital stock, partnership
interests, limited liability company interests or other equity interest of such
Person, whether common or preferred, and of any class.




“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute.




“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated), which, together
with the Loan Parties, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for the purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the
Code.




“ERISA Event”shall mean (i) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the
30-day notice period is waived); (ii) the existence with respect to any Plan of
an “accumulated funding deficiency” (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (iv) the
incurrence by any Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (v) the receipt
by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator
appointed by the PBGC of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (vi) the
incurrence by any Borrower or any ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(vii) the receipt by any Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.


13




“Eurodollar” when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.




“Eurodollar Reserve
Percentage” shall mean the aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other
marginal reserves) expressed as a decimal (rounded upwards to the next
1/100th of 1%)
in effect on any day to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
Governors of the Federal Reserve System (or any Governmental Authority
succeeding to any of its principal functions) with respect to eurocurrency
funding (currently referred to as “eurocurrency liabilities” under Regulation
D).  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D.  The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.




“Event of Default”
shall have the meaning set forth in Article X.




“Exchange Rate” shall mean on any day, (i)
for purposes of converting Canadian Dollars to US Dollars, the Bank of Canada
spot rate at noon (Toronto, Ontario time), or if such rate is unavailable, the
offered rate at which Canadian Dollars may be exchanged into US Dollars, as set
forth at approximately noon (Toronto, Ontario time) on such day on the Reuters
NFX Page (or if such page is not available or the rate does not appear on such
page, the comparable page on the Telerate or Bloomberg Service) for such
currency and (ii) for purposes of converting US Dollars to Canadian Dollars, the
offered rate at which US Dollars may be exchanged into Canadian Dollars, as set
forth at approximately 11:00 a.m. on such day on the Reuters NFX Page (or if
such page is not available or the rate does not appear on such page, the
comparable page on the Telerate or Bloomberg Service) for such
currency.  In the event that any such rate does not appear on the
applicable page of any such services, the “Exchange Rate” shall be determined by
reference to such other publicly available services for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Borrower
Representative, or, in the absence of such agreement, such Exchange Rate shall
instead be the offered spot rate of exchange of the Administrative Agent or, if
the Administrative Agent shall so determine, one of its affiliates in the market
where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about 10:00 a.m., local time, on such date for the
sale or purchase, as applicable, for delivery two (2) Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Borrower
Representative, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be conclusive absent manifest error.


14


“Excluded Taxes”shall
mean (i) with respect to the Administrative Agent, any US Lender, any US Issuing
Bank or any other recipient of any payment to be made by or on account of any
obligation of any US Borrower hereunder, (a) income or franchise taxes imposed
on (or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
Applicable Lending Office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (c) in the case of a Foreign
Lender, any withholding tax that (x) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (y) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office, other than taxes that
have accrued prior to the designation of such lending office that are otherwise
not Excluded Taxes, and (z) is attributable to such Foreign Lender’s failure to
comply with Section
4.13(e) and (ii) with respect to the Canadian Funding Agent, the Canadian
Issuing Bank, any Canadian Lender or any other recipient of any payment to be
made by or on account of any obligation of any Canadian Borrower
hereunder,  (a) any Taxes imposed on its net income or capital by any
Governmental Authority as a result of the Canadian Funding Agent, the Canadian
Issuing Bank, such Canadian Lender or such other recipient (1) carrying on a
trade or business or having a permanent establishment in any jurisdiction or
political subdivision thereof, (2) being organized under the laws of such
jurisdiction or any political subdivision thereof, or (3) being or being deemed
to be resident in such jurisdiction or political subdivision thereof, (b) any
withholding tax (including any Taxes payable as a result of non-residency in
Canada of any Lender) imposed by the ITA on a payment made to the Canadian
Funding Agent, the Canadian Issuing Bank or such Canadian Lender, except to the
extent that a Canadian Borrower is required to make deductions or withholdings
for or on account of such withholding tax as a result of a change in or an
amendment to any applicable law or any change in any official position regarding
the application or interpretation of such law, which change or amendment is
announced after the Closing Date, and (c) any other Taxes resulting from the
Canadian Funding Agent, the Canadian Issuing Bank or any Canadian Lender
changing the residency of any relevant branch or undergoing any reorganization,
recapitalization or other change in its corporate status after the Closing
Date.




“Existing Canadian Letters of
Credit” shall mean collectively those outstanding letters of credit
issued by the Canadian Issuing Bank for the account of any Loan Party as set
forth in Schedule
3.5.  Such letters of credit shall be deemed issued under the
Canadian Revolving Commitments pursuant to Section 3.5 as of the
Restatement Date.




“Existing Credit
Agreement” shall have the meaning set forth in the recitals
hereto.




“Existing US Letters of
Credit” shall mean, collectively, those outstanding letters of credit
issued by SunTrust Bank for the account of any Loan Party as set forth in Schedule
2.5.  Such letters of credit shall be deemed issued under the
Extended US Revolving Commitments pursuant to Section 2.5 as of the
Restatement Date.




“Extended Availability
Period” shall
mean the period from the Closing Date to but excluding the Extended Commitment
Termination Date.




“Extended Commitment”
shall mean the Extended US Commitments and the Canadian Revolving
Commitments.




“Extended Commitment Pricing
Grid” shall mean the “Pricing Grid for Extended Commitments” set forth in
Part B of Schedule
I attached hereto.




“Extended Commitment
Termination Date” shall mean the earliest of (i) June 7, 2014, (ii) the
date on which the Extended Commitments are terminated pursuant to Section 4.1 and (iii)
the date on which all amounts outstanding under this Agreement have been
declared or have automatically become due and payable (whether by acceleration
or otherwise).




“Extended Loans” shall
mean all Extended Revolving Loans and Swingline Loans, in the aggregate or any
of them, as the context shall require.




“Extended Revolving
Commitments” shall mean, collectively, the Extended US Revolving
Commitments and the Canadian Revolving Commitments.




“Extended Revolving Credit
Exposure” shall mean, collectively, the Extended US Revolving Credit
Exposure and the Canadian Revolving Credit Exposure.


15




“Extended Revolving
Loans” shall mean, collectively, the Extended US Revolving Loans and the
Canadian Revolving Loans.




“Extended US
Commitments” shall mean, collectively, the Extended US Revolving
Commitments, the US LC Commitment and the Swingline Commitment.




“Extended US Lender”
shall mean a Lender with an Extended US Revolving Commitment.




“Extended US Revolving
Commitment” shall mean, with respect to each Lender, the commitment of
such Lender to make Extended US Revolving Loans to the US Borrowers and to
acquire participations in US Letters of Credit and Swingline Loans in an
aggregate principal amount not exceeding the amount set forth with respect to
such US Lender on Schedule II directly
below the column entitled “Extended US Revolving Commitment Amount”, as such
schedule may be amended pursuant to Section 4.17, or in
the case of a Person becoming a Lender after the Closing Date, the amount of the
assigned “Extended US Revolving Commitment” as provided in the Assignment and
Acceptance executed by such Person as an assignee, or the joinder executed by
such Person, in each case as such commitment may subsequently be increased or
deceased pursuant to terms hereof.




“Extended US Revolving
Commitment Availability” shall mean, at any time, with respect to any
Extended US Revolving Commitments, the Aggregate Extended US Revolving
Commitment Amount at such time, less the aggregate Extended US Revolving Credit
Exposure of all Lenders at such time.




“Extended US Revolving Credit
Exposure” shall mean, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Extended US Revolving Loans,
US LC Exposure and Swingline Exposure.




“Extended US Revolving
Loan” shall mean a loan made by a US Lender (other than the Swingline
Lender) to the US Borrowers under such Lender’s Extended US Revolving Commitment
made pursuant to Section
2.2.




“Federal Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the next 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers, as published by the Federal Reserve Bank of New York on the next
succeeding Business Day or if such rate is not so published for any Business
Day, the Federal Funds Rate for such day shall be the average rounded upwards,
if necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative
Agent.




“Fee Letter” shall
mean that certain fee letter, dated as of February 26, 2007, executed by
SunTrust Robinson Humphrey, Inc. and SunTrust Bank and accepted by the
Borrowers.




“Fiscal Quarter” shall
mean any fiscal quarter of the Borrowers.




“Fiscal Year” shall
mean any fiscal year of the Borrowers.




“Foreign Lender”shall
mean any Lender that is not a United States person under Section 7701(a)(30) of
the Code.


16




“GAAP” shall mean
generally accepted accounting principles in the United States applied on a
consistent basis and subject to the terms of Section
1.3.




“Geismar Property”
shall mean the land and facilities (including related fixtures and equipment)
constructed from time to time at the IMTT-Geismar site located in Ascension
Parish, Louisiana.




“GO-Zone Bonds” shall
mean all Gulf Opportunity Zone bonds issued by a Governmental Authority and
supported by a Letter of Credit issued under this Credit Agreement, to finance a
facility owned or leased by any Loan Party pursuant to the Gulf Opportunity Zone
Act of 2005.




“GO-Zone Bond
Obligations” shall mean the lease or reimbursement obligations of any
Borrower or Guarantor owed to any Governmental Authority that has issued GO-Zone
Bonds or to any financial institution that has provided letter of credit support
for such GO-Zone Bonds.




“GO-Zone L/C
Documents” shall mean all letter of credit agreements relating to the
GO-Zone Letters of Credit, and all other documents, agreements and instruments
executed in connection therewith.




“GO-Zone Letter of
Credit” shall mean a Letter of Credit issued to support the payment of
GO-Zone Bonds.




“Governmental
Authority” shall mean the government of the United States of America,
Canada, any other nation or any political subdivision thereof, whether state,
provincial, territorial or local, and any municipality, agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.




“Guarantee” of or by
any Person (the “guarantor”) shall
mean any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly and including any obligation, direct
or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (iv)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which Guarantee is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.  The term “Guarantee” used as a verb has a
corresponding meaning.




“Guarantor” shall mean
each of (i) IMTT-Virginia, a Delaware general partnership, IMTT-Gretna, a
Delaware general partnership, IMTT-BC, a Delaware general partnership,
IMTT-Pipeline, a Delaware general partnership, IMTT-BX, a Delaware general
partnership, IMTT-Richmond-CA, a Delaware general partnership, IMTT-Illinois, a
Delaware general partnership, IMTT-Petroleum Management, a Delaware general
partnership, IMTT-Geismar, a Delaware general partnership, IMTT-Finco, a
Delaware general partnership, International Environmental Partners, a Delaware
general partnership, Oil Mop, L.L.C., a Louisiana limited liability company, St.
Rose Nursery, Inc., a Louisiana corporation, East Jersey Railroad and Terminal
Company, a New Jersey corporation, Bayonne Industries, Inc., a New Jersey
corporation, and (ii) any other Person that executes or becomes a party to the
Guaranty Agreement.


17




“Guaranty Agreement”
shall mean that certain Guaranty Agreement, dated as of June 7, 2007, executed
by each Person named in clause (i) of the definition of Guarantor, together with
future Subsidiaries of the Loan Parties (other than Unrestricted Subsidiaries)
created, formed or acquired after the Closing Date, in favor of the
Administrative Agent for the benefit of the Agents, the Issuing Banks and the
Lenders.




“Hazardous Materials”
shall mean all explosive or radioactive substances or wastes and all hazardous
or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.




“Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired under (i) any and all Hedging Transactions, (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Hedging
Transactions and (iii) any and all renewals, extensions and modifications of any
Hedging Transactions and any and all substitutions for any Hedging
Transactions.




“Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with
respect to any such transaction) now existing or hereafter entered into by such
Person that is a rate swap transaction, swap option, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction,  currency swap
transaction, cross-currency rate swap transaction, currency option, spot
transaction, credit protection transaction, credit swap, credit default swap,
credit default option, total return swap, credit spread transaction, repurchase
transaction, reverse repurchase transaction, buy/sell-back transaction,
securities lending transaction, or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether or not any such transaction is governed by or subject to any master
agreement and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.




“IMTT Holdings” means
IMTT Holdings Inc., a Delaware corporation.




“IMTT-Quebec” shall
have the meaning set forth in the opening paragraph hereof.


18


“Indebtedness” of any
Person shall mean, without duplication (i) all obligations of such Person
for borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business; provided, that for
purposes of Section
10.1(f), trade payables overdue by more than 120 days shall be included
in this definition except to the extent that any of such trade payables are
being disputed in good faith and by appropriate measures), (iv) all obligations
of such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (v) all Capital Lease
Obligations of such Person, (vi) all obligations, contingent or otherwise, of
such Person in respect of letters of credit (except letters of credit that
support Indebtedness described in clauses (i) to (v) of this definition),
acceptances or similar extensions of credit, (vii) all Guarantees of such
Person of the type of Indebtedness described in clauses (i) through (vi) above
(without duplication of such Indebtedness), (viii) all Indebtedness of a third
party secured by any Lien on property owned by such Person, whether or not such
Indebtedness has been assumed by such Person, (ix) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any common stock of such Person, (x) Off-Balance Sheet
Liabilities and (xi) any Hedging Obligations.The Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, except to the extent
that the terms of such Indebtedness provide that such Person is not liable
therefor.




“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.




“Indemnitee” shall
have the meaning set forth in Section
13.3(c).




“Information
Memorandum” shall mean the Confidential Information Memorandum dated May
2007 relating to the Borrowers and the transactions contemplated by this
Agreement and the other Loan Documents.




“Intercompany Taxable Bond
Obligations” shall mean the lease or loan obligations of any Borrower or
Guarantor owed to any Governmental Authority that has issued Intercompany
Taxable Bonds, to the extent that all of the Intercompany Taxable Bonds are
owned beneficially and of record by any of the Borrowers and/or the
Guarantors.




“Intercompany Taxable
Bonds” shall mean bonds issued by any Governmental Authority, the
proceeds of which are applied to finance the purchase or development of any
property that is owned by, or leased to, a Borrower or Guarantor from time to
time, so long as such bonds are owned beneficially and of record by the
Borrowers and/or the Guarantors and are for the purpose of obtaining ad valorem
property tax exemptions and the amounts payable to the Loan Parties in respect
thereof along with the timing of such payments are in all material respects
commensurate with the amounts payable to such Governmental Authority and the
timing thereof.




“Interest Coverage
Ratio” shall mean, as of any date, the ratio of (i) Combined EBITDA for
the four consecutive Fiscal Quarters ending on or immediately prior to such
date, to (ii) Combined Interest Expense for the four consecutive Fiscal Quarters
ending on or immediately prior to such date.




“Interest Period” shall
mean with respect to any Eurodollar Borrowing, a period of one, two, three or
six months; provided,
that:




(i)            
the initial Interest Period for such Borrowing shall commence on the date of
such Borrowing (including the date of any conversion from a Borrowing of another
Type), and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
expires;




(ii)            if
any Interest Period would otherwise end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless
such Business Day falls in another calendar month, in which case such Interest
Period would end on the next preceding Business Day;


19




(iii)            any
Interest Period which begins on the last Business Day of a calendar month or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period shall end on the last Business Day of such
calendar month; and




(iv)            no
Interest Period applicable to Non-Extended US Revolving Loans may extend beyond
the Non-Extended Commitment Termination Date, and no Interest Period applicable
to Extended Revolving Loans or Swingline Loans may extend beyond the Extended
Commitment Termination Date and no Interest Period applicable to a DnB NOR Loan
may extend beyond the DnB NOR Commitment Termination Date.




“International-Matex Tank
Terminals” shall have the meaning set forth in the opening paragraph
hereof.




“Investments” shall
have the meaning set forth in Section
9.4.




“Issuing Banks” shall
have the meaning set forth in the opening paragraph hereof.




“ITA” shall mean the
Income Tax Act (Canada), as amended, and any successor thereto, and any
regulations promulgated thereunder, as in effect on the Closing
Date.




“Joint Lead Arrangers”
shall mean, collectively SunTrust Robinson Humphrey, Inc. and Regions Capital
Markets.




“LC Disbursements”
shall mean, collectively, the US LC Disbursements and Canadian LC
Disbursements.




“LC Exposure” shall
mean, collectively, the US LC Exposure and Canadian LC Exposure.




“Lender Insolvency
Event” shall mean that (i) a Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing
its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) a Lender or its Parent Company is the
subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, custodian or the like has been
appointed for such Lender or its Parent Company, or such Lender or its Parent
Company has taken any action in furtherance of or indicating its consent to or
acquiescence in any such proceeding or appointment, or (iii) a Lender or its
Parent Company has been adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Person or its assets to be,
insolvent; provided that, for the avoidance of doubt, a Lender Insolvency
Event  shall not be deemed to have occurred  solely by virtue of the
ownership or acquisition of any equity interest in or control of a Lender or a
Parent Company thereof by a Governmental Authority or an instrumentality
thereof.




“Lender-Related Hedge
Provider” means any Person that, at the time it enters into a Hedging
Transaction with any Loan Party, (i) is a Lender or an Affiliate of a Lender and
(ii) except when the Lender-Related Hedge Provider is SunTrust Bank and its
Affiliates, has provided prior written notice to the Administrative Agent which
has been acknowledged by the Borrowers of (x) the existence of such Hedging
Transaction, and (y) the methodology to be used by such parties in determining
the obligations under such Hedging Transaction from time to time.  In
no event shall any Lender-Related Hedge Provider acting in such capacity be
deemed a Lender for purposes hereof to the extent of and as to Hedging
Obligations except that each reference to the term “Lender” in Article XI and Section 13.3 shall be
deemed to include such Lender-Related Hedge Provider.  In no event
shall the approval of any such Person in its capacity as Lender-Related Hedge
Provider be required in connection with the release or termination of any
security interest or Lien of the Administrative Agent


20




“Lenders” shall have
the meaning assigned to such term in the opening paragraph of this Agreement and
shall include, where appropriate, the Swingline Lender and each Additional
Lender that joins this Agreement pursuant to Section
4.17.




“Letters of Credit”
shall mean, collectively, the Canadian Letters of Credit and the US Letters of
Credit.




“Leverage Ratio” shall
mean, as of any date, the ratio of (i) Combined Total Funded Debt as of such
date to (ii) the sum of (A) Combined EBITDA, plus (B) any Combined
Material Project EBITDA Adjustments, plus (C) any Combined
Acquisition EBITDA Adjustments, in each case for the four consecutive Fiscal
Quarters ending on or immediately prior to such date.




“LIBOR” shall mean,
for any applicable Interest Period with respect to any Eurodollar Loan, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank
offered rate for deposits in US Dollars at approximately 11:00 a.m. (London,
England time), two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, that if the
Administrative Agent determines that the relevant foregoing sources are
unavailable for the relevant Interest Period, LIBOR shall mean the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the nearest 1/100th of 1%)
of the rates per annum at which deposits in US Dollars are offered to the
Administrative Agent two (2) Business Days preceding the first day of such
Interest Period by leading banks in the London interbank market as of 10:00 a.m.
(New York time) for delivery on the first day of such Interest Period, for the
number of days comprised therein and in an amount comparable to the amount of
the Eurodollar Loan of the Administrative Agent.




“Lien” shall mean any
mortgage, pledge, security interest, hypothec, lien (statutory or otherwise),
charge, encumbrance, hypothecation, assignment, deposit arrangement, or other
arrangement having the practical effect of the foregoing or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having the same economic effect as any of the
foregoing).  A negative pledge is not a Lien.




“Liquidation Currency”
shall have the meaning assigned to such term in Section
13.17(b).





“Loan Documents” shall
mean, collectively, this Agreement, the US LC Documents, the Canadian LC
Documents, the Fee Letter, the Guaranty Agreement, the Pledge Agreement, all
Notices of Borrowing, all Notices of US Conversion/Continuation, all Compliance
Certificates, any promissory notes executed pursuant to Section 4.3, and any
and all other instruments, agreements, documents and writings executed in
connection with any of the foregoing.





“Loan Parties” shall
mean the Borrowers and the Guarantors.  For purposes of clarity,
Unrestricted Subsidiaries shall not be Loan Parties.




“Loans” shall mean all
Revolving Loans and Swingline Loans, in the aggregate or any of them, as the
context shall require.


21




“Macquarie Group”
shall mean Macquarie Terminal Holdings LLC, a Delaware limited liability
company, and any affiliate thereof.




“Material Adverse
Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related,
resulting in a material adverse change in, or a material adverse effect on, (i)
the business, results of operations, financial condition, assets, liabilities or
prospects of the Loan Parties taken as a whole, (ii) the ability of the Loan
Parties taken as a whole to perform their respective obligations under any of
the Loan Documents, (iii) the rights and remedies of the Agents, the Issuing
Banks and the Lenders under any of the Loan Documents or (iv) the legality,
validity or enforceability of any of the Loan Documents.




“Material
Indebtedness” shall mean Indebtedness (other than the Loans and Letters
of Credit) and Hedging Obligations of any Loan Party, individually or in an
aggregate principal amount exceeding $10,000,000.  For purposes of
determining the amount of attributed Indebtedness from Hedging Obligations, the
“principal amount” of any Hedging Obligations at any time shall be the Net
Mark-to-Market Exposure of such Hedging Obligations.




“Material Project”
means the construction or expansion of any capital project of the Loan Parties,
the aggregate capital cost of which exceeds $15,000,000.




“Maximum Rate” shall
have the meaning set forth in Section
13.12(a).




“Moody’s” shall mean
Moody’s Investors Service, Inc.




“Multiemployer Plan”
shall have the meaning set forth in Section 4001(a)(3) of
ERISA.




“Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with
respect to any Hedging Obligations, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising under such Hedging
Obligation.  “Unrealized losses” shall mean the fair market value of
the cost to settle or terminate the Hedging Transaction giving rise to such
final settlement obligation as of the date of determination (assuming the
Hedging Transaction were to be terminated as of that date), and “unrealized
profits” means the fair market value of the gain in settling or terminating such
Hedging Transaction as of the date of determination (assuming such Hedging
Transaction were to be terminated as of that date).




“Non-Defaulting
Lender” shall mean, at any time, an Extended US Lender that is not a
Defaulting Lender or a Potential Defaulting Lender.




“Non-Extended Availability
Period” shall
mean the period from the Closing Date to but excluding the Non-Extended
Commitment Termination Date.




“Non-Extended Commitment
Pricing Grid” shall mean the “Pricing Grid for Non-Extended US Revolving
Commitments” set forth in Part A of Schedule I attached
hereto.




“Non-Extended Commitment
Termination Date” shall mean the earliest of (i) June 7, 2012, (ii) the
date on which the Non-Extended US Revolving Commitments are terminated pursuant
to Section 4.1
and (iii) the date on which all amounts outstanding under this Agreement have
been declared or have automatically become due and payable (whether by
acceleration or otherwise).




22


“Non-Extended US
Lender” shall mean a Lender with a Non-Extended US Revolving
Commitment.




“Non-Extended US Revolving
Commitment” shall mean, with respect to each Lender, the commitment of
such Lender to make Non-Extended US Revolving Loans to the US Borrowers in an
aggregate principal amount not exceeding the amount set forth with respect to
such US Lender on Schedule II directly
below the column entitled “Non-Extended US Revolving Commitment Amount”, or in
the case of a Person becoming a Lender after the Closing Date, the amount of the
assigned “Non-Extended US Revolving Commitment” as provided in the Assignment
and Acceptance executed by such Person as an assignee, or the joinder executed
by such Person, in each case as such commitment may subsequently be increased or
deceased pursuant to terms hereof.  For purposes of the definitions of
Required Lenders and Required US Lenders, at any time after the Non-Extended
Commitment Termination Date, the Non-Extended US Revolving Commitment of any
Lender shall be deemed to be the aggregate outstanding principal amount of all
US Revolving Credit Exposure of such Lender, if any, then
outstanding.




“Non-Extended US Revolving
Credit Exposure” shall mean, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Non-Extended US
Revolving Loans.




“Non-Extended US Revolving
Loan” shall mean a loan made by a US Lender (other than the Swingline
Lender) to the US Borrowers under such Lender’s Non-Extended US Revolving
Commitment, made pursuant to Section
2.2.




“Notice of Bankers’
Acceptances” shall have the meaning set forth in Section
3.4(a).




“Notice of Borrowing”
shall mean any Notice of US Revolving Borrowing, Notice of Swingline Borrowing,
Notice of Bankers’ Acceptances, Notice of Canadian Prime Rate Borrowing or
Notice of Conversion of Bankers’ Acceptances to Canadian Prime
Loans.




“Notice of Canadian Prime
Rate Borrowing” shall have the meaning set forth in Section
3.3.




“Notice of Conversion of
Banker’s Acceptances to Canadian Prime Loans” shall have the meaning set
forth in Section
3.4(e).




“Notice of Swingline
Borrowing”shall
have the meaning as set forth in Section
2.4.




“Notice of US
Conversion/Continuation”shall mean the notice
given by the Borrower Representative to the Administrative Agent in respect of
the conversion or continuation of an outstanding US Revolving Borrowing as
provided in Section
2.8(b).




“Notice of US Revolving
Borrowing” shall have the meaning as set forth in Section
2.3.




“Obligations” shall
mean, collectively, the US Obligations and the Canadian
Obligations.




“Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability of such Person under any sale and leaseback
transactions that do not create a liability on the balance sheet of such Person,
(iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect
to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the balance
sheet of such Person.




23


“One-Month BA Rate”
means, on any day, the annual rate of interest which is the arithmetic average
of the “BA 1 month”
rates applicable to Canadian Dollar bankers’ acceptances identified as such on
the Reuters Screen CDOR Page at approximately 10:00 a.m. on such day (as
adjusted by the Canadian Funding Agent after 10:00 a.m. to reflect any error in
any posted rate or in the posted average annual rate).  If the rate
does not appear on the Reuters Screen CDOR Page as contemplated above, then the
One-Month BA Rate on any day shall be calculated as the arithmetic average of
the 30 day discount rates applicable to Canadian Dollar bankers’ acceptances
quoted by the Canadian Funding Agent for the purchase of its own B/As as of
10:00 a.m., or if the day is not a Business Day, then on the immediately
preceding Business Day.




“OSHA” shall mean the
Occupational Safety and Health Act of 1970, as amended from time to time, and
any successor statute.




“Other Taxes” shall
mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.




“Parent Company” shall
mean, with respect to a Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of
such Lender.




“Participant” shall
have the meaning set forth in Section
13.4(d).




“Patriot Act” shall
have the meaning set forth in Section
13.14.




“Payment Office” shall
mean, (i) with respect to payments of principal, interest, fees or other amounts
relating to the US Obligations, the office of the Administrative Agent located
at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as
to which the Administrative Agent shall have given written notice to the
Borrower Representative and the US Lenders, which office must be in the United
States of America or (ii) with respect to payments of principal, interest, fees
or other amounts relating to the Canadian Obligations, the office of the
Canadian Funding Agent located at 700 Place d'Youville, Quebec, (Quebec), Canada
G1R 3P2, Attention:  Marie-José Marceau, Telecopy number:
418-692-8578, or such other location as to which the Canadian Funding Agent
shall have given written notice to the Borrower Representative, the
Administrative Agent and the Canadian Lenders, which office must be in
Canada.




“PBGC”shall mean the Pension
Benefit Guaranty Corporation referred to and defined in ERISA, and any successor
entity performing similar functions.




“Permitted
Encumbrances” shall mean:




(i)          
  Liens imposed by law for taxes not yet due or which are being
contested in good faith by appropriate proceedings diligently conducted and with
respect to which adequate reserves are being maintained in accordance with
GAAP;




(ii)            statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen and similar
Liens arising by operation of law in the ordinary course of business for amounts
not yet due or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;




24


(iii)           pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;




(iv)          deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;




(v)            judgment
and attachment liens not giving rise to an Event of Default or Liens created by
or existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;




(vi)          customary
rights of set-off, revocation, refund or chargeback under deposit agreements or
under the Uniform Commercial Code or common law of banks or other financial
institutions where any Loan Party maintains deposits (other than deposits
intended as cash collateral) in the ordinary course of business;
and




(vii)          easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of business
of the Loan Parties taken as a whole;




provided, that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.





“Permitted
Investments” shall mean:




(i)          
 direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States or Canada (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States or Canada), in each case maturing within one year
from the date of acquisition thereof;




(ii)           commercial
paper having the highest rating, at the time of acquisition thereof, of S&P
or Moody’s and in either case maturing within six monthsfrom the date of
acquisition thereof;




(iii)          certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days of
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States or any state
thereof or Canada which has a combined capital and surplus and undivided profits
of not less than $500,000,000 or the Canadian Dollar Equivalent
thereof;




(iv)          fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iii) above;
and




(v)           mutual
funds investing solely in any one or more of the Permitted Investments described
in clauses (i) through (iv) above.




25


“Person” shall mean
any individual, partnership, firm, corporation, association, joint venture,
limited liability company, trust or other entity, or any Governmental
Authority.




“Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA




“Pledge Agreement”
shall mean that certain Pledge Agreement, dated as of June 7, 2007, executed by
ITT NTL, Inc. and International-Matex Tank Terminals in favor of the
Administrative Agent, pursuant to which 65% of the Equity Interests of the
Canadian Borrowers shall be pledged to the Administrative Agent for the benefit
of the Administrative Agent, the US Issuing Banks, the Swingline Lender and the
US Lenders.




“Potential Defaulting
Lender” shall mean, at any time, an Extended US Lender (i) as to which
the Administrative Agent has notified the Borrower Representative that an event
of the kind referred to in the definition of “Lender Insolvency Event” has
occurred and is continuing in respect of any financial institution affiliate of
such Lender, (ii) that has (or its Parent Company or a financial institution
affiliate thereof has) notified the Administrative Agent, or has stated
publicly, that it will not comply with its funding obligations under any other
loan agreement or credit agreement or other similar/other financing agreement or
(iii) that has, or whose Parent Company has, a non-investment grade rating from
Moody’s or S&P or another nationally recognized rating
agency.  The Administrative Agent will promptly send to all parties
hereto a copy of any notice to the Borrower Representative provided for in this
definition.




“Pro Rata
Share”  shall mean (i) with respect to any Commitment of any
Lender at any time, a percentage, the numerator of which shall be such Lender’s
Commitment (or if the Commitments of such Tranche have been terminated or
expired or the Loans of such Tranche have been declared to be due and payable,
such Lender’s Extended Revolving Credit Exposure, Non-Extended US Revolving
Credit Exposure or DnB NOR Loan, as applicable), and the denominator of which
shall be the sum of such Commitments of such Tranche of all Lenders (or if the
Commitments of such Tranche have been terminated or expired or the Loans of such
Tranche have been declared to be due and payable, all Extended Revolving Credit
Exposure, Non-Extended US Revolving Credit Exposure or DnB NOR Loans, as
applicable, of all Lenders) and (ii) with respect to all Commitments of any
Lender at any time, the numerator of which shall be the sum of such Lender’s
Revolving Commitment (or if such Revolving Commitments have been terminated or
expired or the Loans have been declared to be due and payable, such Lender’s
Revolving Credit Exposure) and DnB NOR Loan and the denominator of which shall
be the sum of all Lenders’ Revolving Commitments (or if such Revolving
Commitments have been terminated or expired or the Loans have been declared to
be due and payable, all Revolving Credit Exposure of all Lenders funded under
such Commitments) and DnB NOR Loans.




“Received Currency”
shall have the meaning set forth in Section
13.17(a).




“Refinanced
Indebtedness” shall mean all Indebtedness of the Loan Parties incurred
under the DnB NOR Existing Notes and the Regions Term Loan.




“Regions Term Loan”
shall mean that certain term loan in the principal amount of $30,000,000 made
pursuant to that certain Term Loan Agreement dated as of August 28, 2009 among
International-Matex Tank Terminals and IMTT-Bayonne, as borrowers, the lenders
from time to time party thereto, and Regions Bank, as administrative
agent.




26


“Register” shall have
the meaning set forth in Section
13.4(c).




“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.




“Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.





“Regulation U”shall
mean Regulation U of the Board of Governors of the Federal Reserve System,
as the same may be in effect from time to time, and any successor
regulations.





“Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.




“Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such
Person and such Person’s Affiliates.




“Release” shall mean
any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into the environment of
any substance (including ambient air, surface water, groundwater, land surface
or subsurface strata) or within any building, structure, facility or
fixture.




“Required Canadian
Lenders” shall mean (i) at any time on or prior to the Commitment
Termination Date, Lenders holding more than 50% of the aggregate outstanding
Canadian Commitments; and (ii) at any time after the Commitment Termination
Date, Lenders holding more than 50% of the Canadian Revolving Credit
Exposure.




“Required Extended US
Lenders” shall mean (i) at any time on or prior to the Commitment
Termination Date, Lenders holding more than 50% of the aggregate principal
amount of the Extended US Revolving Commitments (excluding the Swingline
Commitment); and (ii) at any time after the Commitment Termination Date, Lenders
holding more than 50% of the then aggregate outstanding principal amount of all
Extended US Revolving Credit Exposure.




“Required Lenders”
shall mean (i) at any time on or prior to the Commitment Termination Date,
Lenders holding more than 50% of the aggregate principal amount of the
Commitments (excluding the Swingline Commitment); and (ii) at any time after the
Commitment Termination Date, Lenders holding more than 50% of the then aggregate
outstanding principal amount of all Revolving Credit Exposure.




“Required US Lenders”
shall mean (i) at any time on or prior to the Commitment Termination Date,
Lenders holding more than 50% of the aggregate principal amount of the US
Commitments (excluding the Swingline Commitment); and (ii) at any time after the
Commitment Termination Date, Lenders holding more than 50% of the then aggregate
outstanding principal amount of all US Revolving Credit Exposure.




“Requirement of Law”
for any Person shall mean the articles or certificate of incorporation, bylaws,
partnership certificate and agreement, or limited liability company certificate
of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.




27


“Reset Date” shall
mean (i) the date that any Canadian Loan is made or Canadian Letter of Credit is
issued hereunder, (ii) the date that any payment or prepayment is made by any
Canadian Loan Party pursuant to the Loan Documents, (iii) the date that any
remedy is exercised under the Loan Documents and (iv) any other date that either
Agent, the Canadian Borrowers or the Required Lenders request that the Exchange
Rate be reset; provided that the Canadian Borrowers and the Required Lenders
must give one (1) Business Day notice prior to a Reset Date and shall not have
the right to request that the Exchange Rate be reset within 15 days of another
Reset Date.




“Responsible Officer”
shall mean any of the president, the chief executive officer, the chief
operating officer, the chief financial officer, the treasurer or a vice
president of any Borrower or such other representative of the Borrowers as may
be designated in writing by any one of the foregoing with the consent of the
Administrative Agent; and, with respect to the financial covenants only, the
chief financial officer or the treasurer of each Borrower.




“Restricted Payment”
shall mean, for any Person, any dividend or distribution on any class of its
Equity Interests, or any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, retirement,
defeasance or other acquisition of, any shares of its Equity Interests, any
Indebtedness subordinated to the Obligations or any Guarantee thereof or any
options, warrants, or other rights to purchase such Equity Interests or such
Indebtedness, whether now or hereafter outstanding.




“Restatement Date”
shall mean June 18, 2010.




“Reuters Screen” shall
mean, when used in connection with any designated page for LIBOR, the display
page so designated on the Reuter Monitor Money Rates Service (or such other page
as may replace that page on that service for the purpose of displaying rates
comparable to LIBOR).




“Reuters Screen CDOR
Page” shall mean the display designated as page CDOR on the Reuters
Monitor Money Rates Service or other page as may, from time to time, replace
that page on that service for the purpose of displaying bid quotations for
bankers’ acceptances accepted by leading Canadian banks.




“Revolving
Commitments” shall mean, collectively, the US Revolving Commitments and
the Canadian Revolving Commitments.




“Revolving Credit
Exposure” shall mean, collectively, the US Revolving Credit Exposure and
the Canadian Revolving Credit Exposure.




“Revolving Loans”
shall mean, collectively, the US Revolving Loans and the Canadian Revolving
Loans.




“S&P” shall mean
Standard & Poor’s, a Division of the McGraw-Hill Companies.




“Sale/Leaseback" shall
have the meaning set forth in Section
9.8.




“St. Rose Property”
shall mean land and facilities (including fixtures and equipment) constructed
from time to time at the International-Matex Tank Terminals site located in St.
Rose, St. Charles Parish, Louisiana.




28


“Subsidiary” shall
mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent’s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, partnership, joint venture, limited liability company,
association or other entity (i) of which securities or other Equity Interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power, or in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (ii) that is, as
of such date, otherwise controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the
parent.  Unless otherwise indicated, all references to “Subsidiary”
hereunder shall mean a Subsidiary of the Loan Parties.




“Swingline Commitment”
shall mean the commitment of the Swingline Lender to make Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed
$25,000,000.




“Swingline Exposure”
shall mean, with respect to each Extended US Lender, the principal amount of the
Swingline Loans in which such US Lender is legally obligated either to refinance
by making a Base Rate Loan or to purchase a participation in accordance with
Section 2.4,
which shall equal such Lender’s Pro Rata Share of all outstanding Swingline
Loans.




“Swingline Lender”
shall mean SunTrust Bank or any subsequent US Lender that may agree to make
Swingline Loans hereunder.




“Swingline Loans”
shall mean, collectively, the loans made to the US Borrowers by the Swingline
Lender pursuant to the Swingline Commitment.




“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease
will be treated as an “operating lease” by the lessee pursuant to Statement of
Financial Accounting Standards No. 13, as amended and (ii) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as
opposed to lessees) of like property.




“Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all
remaining rental obligations of such Person as lessee under Synthetic Leases
which are attributable to principal and, without duplication, and (ii) all
rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.




“Tax-Exempt Bond
Obligations” shall mean the lease or loan obligations of any Borrower or
Guarantor owed to any Governmental Authority that has issued Tax-Exempt
Bonds.




“Tax-Exempt Bonds”
shall mean tax-exempt bonds issued by any Governmental Authority and supported
by a Letter of Credit issued hereunder, the proceeds of which are applied to
finance the purchase or development of any property that is owned by, or leased
back to, a Borrower or Guarantor.




“Taxes” shall mean any
and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.




“Tranche” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Non-Extended US Revolving Loans, Extended Loans
or DnB NOR Loans, and when used in reference to any Commitment, refers to
whether such Commitment is a Non-Extended US Revolving Commitment, an Extended
Commitment or a DnB NOR Commitment.




29


“Type”, when used in
reference to a Loan or Borrowing, refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to
the Adjusted LIBO Rate, the Base Rate or Canadian Prime Rate.




“Unrestricted
Subsidiary” shall mean any Subsidiary of a Loan Party that has been
designated in writing by the Borrower Representative to the Administrative Agent
as an “Unrestricted Subsidiary”.




“US Allocable Amount”
shall have the meaning set forth in Section
12.4(a).




“US Borrowers” shall
have the meaning set forth in the opening paragraph hereof.




“US Borrower Guaranteed
Obligations” shall have the meaning set forth in Section
12.1(a).




“US Commitments” shall
mean, collectively, the US Revolving Commitments, the US LC Commitment and the
Swingline Commitment.




“US Default Interest”
shall have the meaning set forth in Section
4.6(d).




“US Dollar”, “Dollar” and the sign
“$” shall mean
lawful money of the United States of America.




“US Dollar Equivalent”
shall mean, on any date, (i) with respect to any amount denominated in US
Dollars, such amount and (ii) with respect to any amount denominated in Canadian
Dollars, the amount of US Dollars that would be required to purchase the amount
of Canadian Dollars on such date based upon the Exchange Rate as of the
applicable date of determination.




“US Guarantor Payment”
shall have the meaning set forth in Section
12.4(a).




“US Issuing Bank”
shall mean each of SunTrust Bank and each other Extended US Lender designated by
the US Borrowers (with the written approval of the Administrative Agent (such
approval not to be withheld unreasonably)) that agrees to act as a US Issuing
Bank in respect of a US Letter of Credit requested by the US Borrowers to be
issued under this Agreement.




“US LC Disbursement”
shall mean a payment made by or on behalf of any US Issuing Bank pursuant to a
US Letter of Credit.




“US LC Documents”
shall mean the US Letters of Credit and all applications, agreements and
instruments relating to the US Letters of Credit.




“US LC Commitment”
shall mean a portion of the Extended US Revolving Commitments that may be used
by the US Borrowers for the issuance of US Letters of Credit in an aggregate
face amount not to exceed the Aggregate Extended US Commitment
Amount.




“US LC Exposure” shall
mean, at any time, the sum of (i) the aggregate undrawn amount of all
outstanding US Letters of Credit at such time, plus (ii) the aggregate
amount of all US LC Disbursements that have not been reimbursed by or on behalf
of the US Borrowers at such time.  The US LC Exposure of any Extended
US Lender at any time shall be its Pro Rata Share (based on its Extended US
Revolving Commitment and the Aggregate Extended US Revolving Commitment Amount)
of the total US LC Exposure at such time.




30


“US Lenders” shall
mean those Lenders that have committed US Commitments to the US Borrowers and
shall include, where appropriate, the Swingline Lender and each applicable
Additional Lender that joins this Agreement pursuant to Section
4.17.




“US Letter of Credit”
shall mean the Existing US Letters of Credit and any letter of credit issued
pursuant to Section
2.5 by any US Issuing Bank for the account of the US Borrowers pursuant
to the US LC Commitment.




“US Loan Party” shall
mean all Loan Parties organized under the laws of the United States or any state
thereof.




“US Loans” shall mean,
collectively, all Non-Extended US Revolving Loans, Extended US Revolving Loans,
Swingline Loans and DnB NOR Loans, in the aggregate or any of them, as the
context shall require.




“US Obligations” shall
mean all amounts owing by the US Borrowers to the Administrative Agent, any US
Issuing Bank or any US Lender (including the Swingline Lender) pursuant to or in
connection with this Agreement or any other Loan Document, including without
limitation, all principal, interest (including any interest accruing after the
filing of any petition in bankruptcy or the commencement of any insolvency,
reorganization or like proceeding relating to any US Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding),
all reimbursement obligations, fees, expenses, indemnification and reimbursement
payments, costs and expenses (including all fees and expenses of counsel to the
Administrative Agent, any US Issuing Bank and any US Lender (including the
Swingline Lender) incurred pursuant to this Agreement or any other Loan
Document), whether direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising hereunder or thereunder, all
Hedging Obligations owed by any Loan Party (excluding the Canadian Borrowers) to
any Lender-Related Hedge Provider, and all Bank Product Obligations owed by any
Loan Party (excluding the Canadian Borrowers),  together with all
renewals, extensions, modifications or refinancings of any of the foregoing, and
all obligations and liabilities incurred in connection with collecting and
enforcing the foregoing, together with all renewals, extensions, modifications
or refinancings thereof.




“US Revolving
Commitment” shall mean, with respect to each Lender, such Lender’s
Non-Extended US Revolving Commitment (if any), Extended US Revolving Commitment
(if any) or DnB NOR Commitment (if any), as the context shall permit or
require.




“US Revolving Credit
Exposure” shall mean, with respect to any Lender, the sum of its
Non-Extended US Revolving Credit Exposure, its Extended US Revolving Credit
Exposure and its DnB NOR Loan.




“US Revolving Loans”
shall mean Non-Extended US Revolving Loans, Extended US Revolving Loans and DnB
NOR Loans, in the aggregate or any of them, as the context shall
require.




“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.




31


Section
1.2.      Classifications
of Loans and Borrowings.  For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g. a “US Revolving Loan” or
“Canadian Revolving Loan”), by Tranche (e.g. a “Non-Extended Loan”, an “Extended
Loan” or a “DnB NOR Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate
Loan”) or any combination thereof.  Borrowings also may be classified
and referred to by Class (e.g. “US Revolving Borrowing”), by Tranche (e.g. a
“Non-Extended Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by any
combination thereof.




Section
1.3.     Accounting
Terms and Determination.  Unless otherwise defined or specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared, in accordance with GAAP as in effect
from time to time, applied on a basis consistent with the most recent audited
combined financial statement of the Borrowers delivered pursuant to Section 7.1(a); provided, that if the
Borrowers notify the Administrative Agent that the Borrowers wish to amend any
covenant in Article
VIII to eliminate the effect of any change in GAAP on the operation of
such covenant (or if the Administrative Agent notifies the Borrower
Representative that the Required Lenders wish to amend Article VIII for such
purpose), then compliance by the Borrowers with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrowers and the Required
Lenders.  Notwithstanding any other provision contained herein, all
terms of an accounting or financial nature used herein shall be construed, and
all computations of amounts and ratios referred to herein shall be made, without
giving effect to any election under Statement of Financial Accounting Standards
159 (or any other Financial Accounting Standard having a similar result or
effect) to value any Indebtedness of any Loan Party or any Subsidiary of any
Loan Party at "fair value", as defined therein




Section
1.4.     Terms
Generally.The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  The word “will” shall be construed to
have the same meaning and effect as the word “shall”.  In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” and the word “to” means “to but
excluding”.  Unless the context requires otherwise (i) any definition
of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as it was
originally executed or as it may from time to time be amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and
permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references
to a specific time shall be construed to refer to the time in the city and state
of the Administrative Agent’s principal office, unless otherwise
indicated.




32


ARTICLE
II




AMOUNT AND TERMS OF THE US
COMMITMENTS




Section
2.1.      General
Description of US Facilities.  Subject to and upon the terms
and conditions herein set forth, (i) the Non-Extended US Lenders hereby
establish in favor of the US Borrowers a revolving credit facility pursuant to
which each Non-Extended US Lender severally agrees (to the extent of its
Non-Extended US Revolving Commitment) to make Non-Extended US Revolving Loans to
the US Borrowers in accordance with Section 2.2(a), (ii)
the Extended US Lenders hereby establish in favor of the US Borrowers a
revolving credit facility pursuant to which each Extended US Lender severally
agrees (to the extent of its Extended US Revolving Commitment) to make Extended
US Revolving Loans to the US Borrowers in accordance with Section 2.2(b), (iii)
each US Issuing Bank agrees to issue US Letters of Credit in accordance with
Section2.5, (iv) the
Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4, (v) each
Extended US Lender agrees to purchase a participation interest in the US Letters
of Credit and the Swingline Loans pursuant to the terms and conditions hereof
and (vi) the DnB NOR Lender hereby establishes in favor of the US Borrowers a
commitment pursuant to which the DnB NOR Lender agrees (to the extent of its DnB
NOR Commitment) to make the DnB NOR Loan to the US Borrowers in accordance with
Section 2.2(c);
provided, that
in no event shall (A) the aggregate principal amount of all outstanding
Non-Extended US Revolving Loans exceed at any time the Aggregate Non-Extended US
Revolving Commitment Amount from time to time in effect and (B) the aggregate
principal amount of all outstanding Extended US Revolving Loans, outstanding
Swingline Loans and outstanding US LC Exposure exceed at any time the Aggregate
Extended US Revolving Commitment Amount from time to time in
effect.




Section
2.2.      Revolving
Loans.




(a)  Subject
to the terms and conditions set forth herein, each Non-Extended US Lender
severally agrees to make Non-Extended US Revolving Loans, ratably in proportion
to its Pro Rata Share (based on its Non-Extended US Revolving Commitment and the
Aggregate Non-Extended US Commitment Amount), to the US Borrowers, from time to
time during theNon-Extended
Availability Period, in an aggregate principal amount outstanding at any time
that will not result in (i) such Lender’s Non-Extended US Revolving Credit
Exposure exceeding such Lender’s Non-Extended US Revolving Commitment or (ii)
the sum of the aggregate Non-Extended US Revolving Credit Exposure of all
Non-Extended US Lenders exceeding the Aggregate Non-Extended US Commitment
Amount.  During the Non-Extended Availability Period, the US Borrowers
shall be entitled to borrow, prepay and reborrow Non-Extended US Revolving Loans
in accordance with the terms and conditions of this Agreement; provided, that the US
Borrowers may not borrow or reborrow should there exist a Default or Event of
Default.




(b)  Subject
to the terms and conditions set forth herein, each Extended US Lender severally
agrees to make Extended US Revolving Loans, ratably in proportion to its Pro
Rata Share (based on its Extended US Revolving Commitment and the Aggregate
Extended US Commitment Amount), to the US Borrowers, from time to time during
theExtended
Availability Period, in an aggregate principal amount outstanding at any time
that will not result in (i) such Lender’s Extended US Revolving Credit Exposure
exceeding such Lender’s Extended US Revolving Commitment or (ii) the aggregate
Extended US Revolving Credit Exposure of all Extended US Lenders exceeding the
Aggregate Extended US Revolving Commitment Amount.  During the
Extended Availability Period, the US Borrowers shall be entitled to borrow,
prepay and reborrow Extended US Revolving Loans in accordance with the terms and
conditions of this Agreement; provided, that the US
Borrowers may not borrow or reborrow should there exist a Default or Event of
Default.




(c)       Subject
to the terms and conditions set forth herein, the DnB NOR Lender agrees to make
a loan to the US Borrowers on the Restatement Date in an aggregate principal
amount equal to its DnB NOR Commitment (the “DnB NOR Loan(s)”),
the proceeds of which will be applied to repay in full the DnB NOR Existing
Notes.  The US Borrowers shall not be entitled to borrow, prepay or
reborrow the DnB NOR Loans, except that the US Borrowers may prepay (but not
reborrow) the DnB NOR Loans to the extent that the DnB NOR Commitments are
reduced in a manner permitted under Section 4.1(d) and
the DnB NOR Loans shall be converted to Extended Revolving Loans on the DnB NOR
Commitment Termination Date.  The DnB NOR Loan shall be funded by the
DnB Nor Lender immediately upon this Agreement becoming effective.




33


(d)      No
Non-Extended US Revolving Loans may be incurred after the Restatement Date
unless the Extended US Revolving Credit Exposure is equal to the Aggregate
Extended US Revolving Commitment Amount (after giving effect to the issuance of
any Letter of Credit or incurrence of any Extended US Revolving Loans to be made
contemporaneously with such Non-Extended US Revolving
Loans).  Notwithstanding the foregoing, (i) if and to the extent that
at any time there is insufficient Extended US Revolving Commitment Availability
under the Extended US Revolving Commitments to permit the issuance of a Letter
of Credit that the US Borrowers desire to have issued, the US Borrowers may
request, subject to the conditions set forth in this Agreement, a Borrowing of
Non-Extended US Revolving Loans that will permit the repayment of outstanding
Extended US Revolving Loans in an amount that will create sufficient Extended US
Revolving Commitment Availability under the Extended US Revolving Commitments to
permit the issuance of such Letter of Credit, and (ii) if and to the extent that
at any time there is insufficient Extended US Revolving Commitment Availability
under the Extended US Revolving Commitments to permit full utilization of the
Swingline Commitment, the US Borrowers may request, subject to the conditions
set forth in this Agreement, a Borrowing of Non-Extended US Revolving Loans that
will permit the repayment of outstanding Extended US Revolving Loans in an
amount that will create sufficient Extended US Revolving Commitment Availability
under the Extended US Revolving Commitments to permit the requested utilization
of the Swingline Commitment.  Each such request for Non-Extended US
Revolving Loans shall be made pursuant to Section
2.3.




Section
2.3.      Procedure
for US Revolving Borrowings.




The
Borrower Representative shall give the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of each US Revolving Borrowing
substantially in the form of Exhibit 2.3 (a “Notice of US Revolving
Borrowing”) (x) prior to 11:00 a.m. (New Yorktime) on the requested
Business Day of each Base Rate Borrowing and (y) prior to 11:00 a.m. (New
Yorktime) three
(3) Business Days prior to the requested date of each Eurodollar
Borrowing.  Each Notice of US Revolving Borrowing shall be irrevocable
andshall specify:
(i) the aggregate principal amount of such Borrowing, (ii) the date of such
Borrowing (which shall be a Business Day), (iii) the allocation of such
Borrowing between Non-Extended US Revolving Commitments and Extended US
Revolving Commitments pursuant to Section 2.2(d), (iv)
the Type of such US Revolving Loan comprising such Borrowing, (v) the applicable
Borrower, (vi) the account of the applicable US Borrower to which the proceeds
of such US Revolving Borrowing shall be credited and (vii) in the case of a
Eurodollar Borrowing, the duration of the initial Interest Period applicable
thereto (subject to the provisions of the definition of Interest
Period).  Each US Revolving Borrowing shall consist entirely of Base
Rate Loans or Eurodollar Loans, as the Borrower Representative may
request.  The aggregate principal amount of each Eurodollar Borrowing
shall be not less than $2,000,000 or a larger multiple of $1,000,000, and the
aggregate principal amount of each Base Rate Borrowing shall not be less than
$1,000,000 or a larger multiple of $100,000; provided, that Base
Rate Loans made pursuant to Section 2.4 or Section 2.5(d) may be
made in lesser amounts as provided therein.  At no time shall the
total number of Eurodollar Borrowings under the US Revolving Commitments
outstanding at any time exceed twelve.  Promptly following the receipt
of a Notice of US Revolving Borrowing in accordance herewith, the Administrative
Agent shall advise each US Lender with a US Revolving Commitment in such Tranche
of the details thereof and the Pro Rata Share of such US Lender’s of such US
Revolving Borrowing.  Notwithstanding the foregoing, the DnB NOR Loans
shall be funded in the amount of the DnB NOR Commitments immediately upon this
Agreement becoming effective, as a Eurodollar Rate Loan, without further
requirement of delivering a Notice of US Revolving Borrowing.




34


Section
2.4.    Swingline
Commitment.




(a)       Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the US Borrowers, from time to time during the Extended
Availability Period, in an aggregate principal amount outstanding at any time
not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii)
the Aggregate Extended US Revolving Commitment Amount less the aggregate
Extended US Revolving Credit Exposure of all Extended US Lenders immediately
prior to giving effect to such Swingline Loan.  During the Extended
Availability Period, the US Borrowers shall be entitled to borrow, repay and
reborrow Swingline Loans in accordance with the terms and conditions of this
Agreement.




(b)       The
Borrower Representative shall give the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Borrowing
substantially in the form of Exhibit 2.4 attached
hereto (“Notice of
Swingline Borrowing”) prior to 12:00 noon (New Yorktime) on the requested
date of each Swingline Borrowing.  Each Notice of Swingline Borrowing
shall be irrevocable and shall specify: (i) the applicable US Borrower, (ii) the
principal amount of such Swingline Loan, (iii) the date of
such  Swingline Loan (which shall be a Business Day) and (iv) the
account of the applicable US Borrower to which the proceeds of such Swingline
Loan should be credited.  The Administrative Agent will promptly
advise the Swingline Lender of each Notice of Swingline
Borrowing.  Each Swingline Loan shall accrue interest at the Base Rate
plus the Applicable Margin for Extended US Revolving Loans.  The
Swingline Lender will make the proceeds of each Swingline Loan available in US
Dollars in immediately available funds to the applicable US Borrower and the
account specified by the Borrower Representative in the applicable Notice of
Swingline Borrowing not later than 2:00 p.m. (New Yorktime) on the requested
date of such Swingline Loan.




(c)       The
Swingline Lender, at any time and from time to time in its sole discretion, may,
on behalf of the US Borrowers (each of which hereby irrevocably authorizes and
directs the Swingline Lender to act on its behalf), give a Notice of US
Revolving Borrowing to the Administrative Agent requesting the Extended US
Lenders (including the Swingline Lender) to make Base Rate Loans in an amount
equal to the unpaid principal amount of any Swingline Loan.  Each
Extended US Lender will make the proceeds of its Base Rate Loan included in such
Borrowing available to the Administrative Agent for the account of the Swingline
Lender in accordance with Section 2.6, which
will be used solely for the repayment of such Swingline Loan.




(d)       If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Extended US Lender (other than the Swingline
Lender) shall purchase an undivided participating interest in such Swingline
Loan in an amount equal to its Pro Rata Share (based on its Extended US
Revolving Commitment and the Aggregate Extended US Revolving Commitment Amount)
thereof on the date that such Base Rate Borrowing should have
occurred.  On the date of such required purchase, each Extended US
Lender shall promptly transfer, in immediately available funds, the amount of
its participating interest to the Administrative Agent for the account of the
Swingline Lender.  If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.




35


(e)       Each
Extended US Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to
purchase the participating interests pursuant to Section 2.4(d) shall
be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Extended US Lender or any other Person may have or
claim against the Swingline Lender, any Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Extended US Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by any Loan Party, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.  If such amount is not in fact
made available to the Swingline Lender by any Extended US Lender, the Swingline
Lender shall be entitled to recover such amount on demand from such Extended US
Lender, together with accrued interest thereon for each day from the date of
demand thereof (i) at the Federal Funds Rate until the second Business Day after
such demand and (ii) at the Base Rate at all times thereafter.  Until
such time as such Extended US Lender makes its required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the
amount of the unpaid participation for all purposes of the Loan
Documents.  In addition, such Extended US Lender shall be deemed to
have assigned any and all payments made of principal and interest on its Loans
and any other amounts due to it hereunder, to the Swingline Lender to fund the
amount of such Extended US Lender’s participation interest in such Swingline
Loans that such Extended US Lender failed to fund pursuant to this Section 2.4, until
such amount has been purchased in full.




Section
2.5.     Letters of
Credit.




(a)       During
the Extended Availability Period, each US Issuing Bank, in reliance upon the
agreements of the Extended US Lenders pursuant to Section 2.5(d),
agrees to issue, at the request of the Borrower Representative, US Letters of
Credit for the account of any Loan Party (excluding the Canadian Borrowers) on
the terms and conditions hereinafter set forth; provided, that each
US Letter of Credit shall expire on the date that is two (2) Business Days prior
to the Extended Commitment Termination Date; and (ii) the US Borrowers may not
request any US Letter of Credit, if, after giving effect to such issuance (A)
the aggregate US LC Exposure would exceed the US LC Commitment or (B) the
aggregate Extended US Revolving Credit Exposure of all Extended US Lenders would
exceed the Aggregate Extended US Commitment Amount.  Upon the issuance
of each US Letter of Credit, each Extended US Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the relevant US
Issuing Bank without recourse a participation in such US Letter of Credit equal
to such Extended US Lender’s Pro Rata Share of the aggregate amount available to
be drawn under such US Letter of Credit. Each issuance of a US Letter of Credit
shall be deemed to utilize the Extended US Revolving Commitment of each Extended
US Lender by an amount equal to the amount of such participation.  As
of the Restatement Date, each of the Existing US Letters of Credit shall be
deemed to have been issued under the Extended US Revolving Commitments pursuant
to this Section, each Extended US Lender is deemed to have purchased a
participation in all Existing US Letters of Credit in accordance with this Section 2.5, and no
Non-Extended US Lender shall have any participation in such Existing US Letters
of Credit.




(b)       To
request the issuance of a US Letter of Credit (or any amendment, renewal or
extension of an outstanding US Letter of Credit), the Borrower Representative
shall give the relevant US Issuing Bank and the Administrative Agent irrevocable
written notice at least three (3) Business Days prior to the requested date of
such issuance specifying the date (which shall be a Business Day) such US Letter
of Credit is to be issued (or amended, extended or renewed, as the case may be),
the expiration date of such US Letter of Credit, the amount of such US Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such US
Letter of Credit.  In addition to the satisfaction of the conditions
in Article V,
the issuance of such US Letter of Credit (or any amendment which increases the
amount of such US Letter of Credit) will be subject to the further conditions
that such US Letter of Credit shall be in such form and contain such terms as
the relevant US Issuing Bank shall approve and that the US Borrowers shall have
executed and delivered any additional applications, agreements and instruments
relating to such US Letter of Credit as the relevant US Issuing Bank shall
reasonably require; provided, that in the
event of any conflict between such applications, agreements or instruments and
this Agreement, the terms of this Agreement shall control, except as expressly
provided herein with respect to GO-Zone Letters of Credit.




36


(c)       At
least two (2) Business Days prior to the issuance of any US Letter of Credit,
the relevant US Issuing Bank will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received such notice
and if not, the relevant US Issuing Bank will provide the Administrative Agent
with a copy thereof.  Unless the relevant US Issuing Bank has received
notice from the Administrative Agent on or before the Business Day immediately
preceding the date such US Issuing Bank is to issue the requested US Letter of
Credit directing such US Issuing Bank not to issue the US Letter of Credit
because such issuance is not then permitted hereunder because of the limitations
set forth in Section
2.5(a) or that one or more conditions specified in Article V are not
then satisfied, then, subject to the terms and conditions hereof, the relevant
US Issuing Bank shall, on the requested date, issue such US Letter of Credit in
accordance with the relevant US Issuing Bank’s usual and customary business
practices.




(d)       Each
US Issuing Bank shall examine all documents purporting to represent a demand for
payment under a US Letter of Credit promptly following its receipt
thereof.  Each US Issuing Bank shall notify the Borrower
Representative and the Administrative Agent of such demand for payment and
whether such US Issuing Bank has made or will make a US LC Disbursement
thereunder; provided, that any
failure to give or delay in giving such notice shall not relieve the US
Borrowers of their obligation to reimburse such US Issuing Bank and the Extended
US Lenders with respect to such US LC Disbursement; provided, further, however that with
respect to GO-Zone Letters of Credit, the relevant US Issuing Bank need not
notify any Person with respect to draws under such GO-Zone Letters of Credit
until such time as such US Issuing Bank requests reimbursement from the US
Borrowers under this Agreement or from the funding of a US Revolving
Loan.  The US Borrowers shall be jointly and severally, irrevocably
and unconditionally obligated to reimburse each US Issuing Bank for any US LC
Disbursements paid by such US Issuing Bank in respect of such drawing, without
presentment, demand or other formalities of any kind and regardless of who the
account beneficiary of such Letter of Credit is.  Unless the Borrower
Representative shall have notified the relevant US Issuing Bank and the
Administrative Agent prior to 11:00 a.m. (New Yorktime) on the Business
Day immediately prior to the date (i) on which any drawing under a Letter of
Credit (other than a GO-Zone Letter of Credit) is honored or (ii) that any US
Issuing Bank requires reimbursement for a draw under a GO-Zone Letter of Credit
in accordance with the GO-Zone L/C Documents, that the US Borrowers intend to
reimburse such US Issuing Bank for the amount of such drawing in funds other
than from the proceeds of Extended US Revolving Loans, the Borrower
Representative shall be deemed to have timely given a Notice of US Revolving
Borrowing to the Administrative Agent requesting the Extended US Lenders to make
a Base Rate Borrowingon the date on which
such drawing is honored in an exact amount due to such US Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedent set forth in Section 5.2 hereof
shall not be applicable.  The Administrative Agent shall notify the
Extended US Lenders of such Borrowing in accordance with Section 2.3, and each
Extended US Lender shall make the proceeds of its Base Rate Loan included in
such Borrowing available to the Administrative Agent for the account of such US
Issuing Bank in accordance with this Section
2.5.  The proceeds of such Borrowing shall be applied directly
by the Administrative Agent to reimburse such US Issuing Bank for such US LC
Disbursement.




37


(e)       If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Extended US Lender (other than the relevant US
Issuing Bank) shall be obligated to fund the participation that such Extended US
Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata
Shareof such US LC
Disbursement on and as of the date which such Base Rate Borrowing should have
occurred.Each
Extended US Lender’s obligation to fund its participation shall be absolute and
unconditional and shall not be affected by any circumstance, including without
limitation (i) any setoff, counterclaim, recoupment, defense or other right that
such Lender or any other Person may have against the relevant US Issuing Bank or
any other Person for any reason whatsoever, (ii) the existence of a Default or
an Event of Default or the termination of any Commitment, (iii) any adverse
change in the condition (financial or otherwise) of the Loan Parties or their
Subsidiaries, (iv) any breach of this Agreement or the other Loan Documents by
any Loan Party or any other Lender, (v) any amendment, renewal or extension of
any Letter of Credit or (vi) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.  On the
date that such participation is required to be funded, each Extended US Lender
shall promptly transfer, in immediately available funds, the amount of its
participation to the Administrative Agent for the account of the relevant US
Issuing Bank.  Whenever, at any time after any US Issuing Bank has
received from any such Extended US Lender the funds for its participation in a
US LC Disbursement, such US Issuing Bank (or the Administrative Agent on its
behalf) receives any payment on account thereof, the Administrative Agent or
such US Issuing Bank, as the case may be, will distribute to such Extended US
Lender its Pro Rata Share of such payment; provided, that if
such payment is required to be returned for any reason to any Borrower or to a
trustee, receiver, liquidator, custodian or similar official in any bankruptcy
proceeding, such US Lender will return to the Administrative Agent or such US
Issuing Bank any portion thereof previously distributed by the Administrative
Agent or such US Issuing Bank to it.




(f)        To
the extent that any Extended US Lender shall fail to pay any amount required to
be paid pursuant to paragraphs (d) or (e) of this Section on the due date
therefor, such Extended US Lender shall pay interest to the relevant US Issuing
Bank (through the Administrative Agent) on such amount from such due date to the
date such payment is made at a rate per annum equal to the Federal Funds Rate;
provided, that
if such US Lender shall fail to make such payment to the relevant US Issuing
Bank within three (3) Business Days of such due date, then, retroactively to the
due date, such US Lender shall be obligated to pay interest on such amount at
the rate set forth in Section
4.6(d).




(g)       If
any Event of Default shall occur and be continuing, on the Business Day that the
Borrower Representative receives notice from the Administrative Agent or the
Required Extended US Lenders demanding the deposit of cash collateral pursuant
to this paragraph, the US Borrowers shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the US Issuing Banks and the US Lenders, an amount in cash equal to
the US LC Exposure as of such date plus any accrued and unpaid fees thereon;
provided, that
the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or notice of any kind, upon the occurrence of any Event of Default with
respect to any US Borrower described in clause (g) or (h) of Section
10.1.  Such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of the US
Borrowers under this Agreement.  The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account.  The US Borrowers agree to execute any documents
and/or certificates to effectuate the intent of this paragraph.  Such
deposits shall be invested solely at the election, as well as the risk and
expense, of the Borrower Representative, and if so elected shall be invested
solely in interest-bearing deposit accounts by the Administrative
Agent.  All interest resulting from such investment shall accumulate
in such account.  Moneys in such account shall be applied by the
Administrative Agent to reimburse each US Issuing Bank for US LC Disbursements
for which it had not been reimbursed and to the extent so applied, shall be held
for the satisfaction of the reimbursement obligations of the US Borrowers for
the US LC Exposure at such time or, if the maturity of the US Loans has been
accelerated be applied to satisfy other obligations of the US Borrowers under
this Agreement and the other Loan Documents.  If the US Borrowers are
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not so applied as
aforesaid) shall be returned to the applicable US Borrower within three (3)
Business Days after all Events of Default have been cured or
waived.




38


(h)       The
US Borrowers’ obligation to reimburse US LC Disbursements hereunder shall be
absolute, unconditional and irrevocable and shall be performed strictly in
accordance with the terms of this Agreement under all circumstances whatsoever
and irrespective of any of the following circumstances:




(i)           Any
lack of validity or enforceability of any US Letter of Credit or this
Agreement;




(ii)           The
existence of any claim, set-off, defense or other right which any Loan Party or
any Subsidiary or Affiliate of any Loan Party may have at any time against a
beneficiary or any transferee of any US Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), any US
Lender (including the relevant US Issuing Bank) or any other Person, whether in
connection with this Agreement or the US Letter of Credit or any document
related hereto or thereto or any unrelated transaction;




(iii)          Any
draft or other document presented under a US Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect;




(iv)          Payment
by any US Issuing Bank under a US Letter of Credit against presentation of a
draft or other document to such US Issuing Bank that does not comply with the
terms of such US Letter of Credit;




(v)           Any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.5,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the US Borrowers’ obligations hereunder; or




(vi)          The
existence of a Default or an Event of Default.




Neither
the Administrative Agent, the Issuing Banks, the Lenders nor any Related Party
of any of the foregoing shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any US Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any US Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the relevant US
Issuing Bank; provided, that the
foregoing shall not be construed to excuse any US Issuing Bank from liability to
the US Borrowers to the extent of any actual direct damages (as opposed to
special, indirect (including claims for lost profits or other consequential
damages), or punitive damages, claims in respect of which are hereby waived by
the US Borrowers to the extent permitted by applicable law) suffered by the US
Borrowers that are caused by such US Issuing Bank’s failure to exercise due care
when determining whether drafts or other documents presented under a US Letter
of Credit comply with the terms thereof.  The parties hereto expressly
agree, that in the absence of gross negligence or willful misconduct on the part
of any US Issuing Bank (as finally determined by a court of competent
jurisdiction), such US Issuing Bank shall be deemed to have exercised due care
in each such determination.  In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented that appear on their face to be in substantial compliance
with the terms of a US Letter of Credit, any US Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
US Letter of Credit.




39


(i)        Unless
otherwise expressly agreed by the relevant US Issuing Bank and the US Borrowers
when a US Letter of Credit is issued and subject to applicable laws, performance
under US Letters of Credit by any US Issuing Bank, its correspondents, and the
beneficiaries thereof will be governed by (i) either (x) the rules of the
“International Standby Practices 1998” (ISP98) (or such later revision as may be
published by the Institute of International Banking Law & Practice on any
date any US Letter of Credit may be issued) or (y) the rules of the “Uniform
Customs and Practices for Documentary Credits” (1993 Revision), International
Chamber of Commerce Publication No. 500 (or such later revision as may be
published by the International Chamber of Commerce on any date any Letter of
Credit may be issued) and (ii) to the extent not inconsistent therewith,
the governing law of this Agreement set forth in Section
13.5.




(j)        The
outstanding principal amount of any Borrowing made pursuant to this Section 2.5 (together
with accrued and unpaid interest thereon) shall be due and payable in full on
the Extended Commitment Termination Date.




Section
2.6.      Funding
of US Borrowings.




(a)       Each
US Lender will make available each US Loan to be made by it hereunder on the
proposed date thereof by wire transfer in immediately available funds by 2:00
p.m. (New Yorktime) to the
Administrative Agent at the Payment Office; provided, that the
Swingline Loans will be made as set forth in Section
2.4.  The Administrative Agent will make such US Revolving
Loans available to the applicable US Borrower designated by the Borrower
Representative to the Administrative Agent by promptly crediting the amounts
that it receives, in like funds by the close of business on such proposed date,
to an account maintained by such US Borrower with the Administrative Agent or at
the Borrower Representative’s option, by effecting a wire transfer of such
amounts to an account designated by the Borrower Representative to the
Administrative Agent.




(b)       Unless
the Administrative Agent shall have been notified by any US Lender prior to 5:00
p.m. (New Yorktime) one (1) Business
Day prior to the date of a US Borrowing in which such US Lender is to
participate that such US Lender will not make available to the Administrative
Agent such US Lender’s share of such US Borrowing, the Administrative Agent may
assume that such US Lender has made such amount available to the Administrative
Agent on such date, and the Administrative Agent, in reliance on such
assumption, may make available to the applicable US Borrower on such date a
corresponding amount.  If such corresponding amount is not in fact
made available to the Administrative Agent by such US Lender on the date of such
US Borrowing, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such US Lender together with interest at the
Federal Funds Rate until the second Business Day after such demand and
thereafter at the Base Rate.  If such US Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent shall promptly notify the Borrower Representative, and
the applicable US Borrower shall immediately pay such corresponding amount to
the Administrative Agent together with interest at the rate specified for such
Borrowing.  Nothing in this subsection shall be deemed to relieve any
US Lender from its obligation to fund its Pro Rata Share of any US Borrowing
hereunder (to the extent such US Lender has a Commitment in such Tranche) or to
prejudice any rights which the applicable US Borrower may have against any
Lender as a result of any default by such US Lender hereunder.




40


(c)       All
US Revolving Borrowings under any Tranche shall be made by the US Lenders on the
basis of their respective Pro Rata Shares of such Tranche.  No US
Lender shall be responsible for any default by any other US Lender in its
obligations hereunder, and each US Lender shall be obligated to make its US
Revolving Loans provided to be made by it hereunder, regardless of the failure
of any other US Lender to make its US Revolving Loans hereunder.




Section
2.7.     [Reserved]




Section
2.8.     Interest
Elections.




(a)       Each
US Borrowing initially shall be of the Type specified in the applicable Notice
of US Revolving Borrowing and, in the case of a Eurodollar Borrowing, shall have
an initial Interest Period as specified in such Notice of US Revolving
Borrowing.  Thereafter, the Borrower Representative may elect to
convert such Borrowing into a different Type or to continue such Borrowing and,
in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section
2.8.  The Borrower Representative may elect different options
with respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding Loans
comprising such Borrowing, and the US Revolving Loans comprising each such
portion shall be considered a separate Borrowing.  This Section 2.8 shall NOT
apply to Swingline Borrowings, which may not be converted or
continued.




(b)       Pursuant
to this Section
2.8, the Borrower Representative shall give the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing substantially in the form of Exhibit 2.8 attached
hereto (a “Notice of
US Conversion/Continuation”) that is to be converted or continued, as the
case may be, (x) prior to 10:00 a.m. (New Yorktime) one (1) Business
Day prior to the requested date of a conversion of a US Borrowing into a Base
Rate Borrowing and (y) prior to 11:00 a.m. (New Yorktime) three (3) Business
Days prior to a continuation of or conversion of a US Borrowing into a
Eurodollar Borrowing.  Each Notice of US Conversion/Continuation shall
be irrevocable and shall specify (i) the Borrowing and Tranche to which such
Notice of US Continuation/Conversion applies and if different options are being
elected with respect to different portions thereof, the portions thereof that
are to be allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of US Continuation/Conversion, which shall be a Business Day, (iii)
whether any resulting US Borrowing is to be a Base Rate Borrowing or a
Eurodollar Borrowing; (iv) if the resulting Borrowing is to be a Eurodollar
Borrowing, the Interest Period applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of “Interest
Period”.  The principal amount of any resulting Borrowing shall
satisfy the minimum borrowing amount set forth in Section
2.3.




(c)       If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing,
the Borrower Representative shall have failed to deliver a Notice of US
Conversion/ Continuation, then, unless such Borrowing is repaid as provided
herein, the Borrower Representative shall be deemed to have elected to convert
any such US Borrowing to a Base Rate Borrowing.  No Borrowing may be
converted into, or continued as, a Eurodollar Borrowing if a Default or an Event
of Default exists, unless the Administrative Agent and each of the US Lenders
shall have otherwise consented in writing.   No conversion of any
Eurodollar Loans shall be permitted except on the last day of the Interest
Period in respect thereof.




(d)       Upon
receipt of any Notice of US Conversion/Continuation for any Tranche, the
Administrative Agent shall promptly notify each US Lender, with a Commitment or
Loan in such Tranche, of the details thereof and of such US Lender’s portion of
each resulting Borrowing.




41


ARTICLE
III




AMOUNT
AND TERMS OF THE CANADIAN REVOLVING COMMITMENTS




Section
3.1.    General
Description of Canadian Facilities.  Subject to and upon the
terms and conditions herein set forth, (i) the Canadian Lenders hereby
establish in favor of the Canadian Borrowers a revolving credit facility
pursuant to which each Canadian Lender severally agrees (to the extent of its
Canadian Revolving Commitment) to make Canadian Revolving Loans to the Canadian
Borrowers in accordance with Section 3.2; provided, that in no
event shall the US Dollar Equivalent of the aggregate principal amount of all
outstanding Canadian Revolving Loans exceed at any time the Aggregate Canadian
Commitment Amount from time to time in effect.




Section
3.2.     Canadian
Revolving Loans.  Subject to the terms and conditions set forth
herein, each Canadian Lender severally agrees to make Canadian Revolving Loans,
ratably in proportion to its Pro Rata Share, to the Canadian Borrowers, from
time to time during theExtendedAvailability Period, in
an aggregate principal amount outstanding at any time that will not result in
(a) such Lender’s Canadian Revolving Credit Exposure exceeding such Lender’s
Canadian Revolving Commitment or (b) the aggregate Canadian Revolving Credit
Exposures of all Canadian Lenders exceeding the Aggregate Canadian Commitment
Amount.  During the Extended Availability Period, the Canadian
Borrowers shall be entitled to issue Bankers’ Acceptances and to borrow, prepay
and reborrow Canadian Prime Loans in accordance with the terms and conditions of
this Agreement; provided, that the
Canadian Borrowers may not borrow or reborrow or issue Bankers’ Acceptances
should there exist a Default or Event of Default.  All Bankers’
Acceptances and Canadian Prime Loans shall be made in Canadian
Dollars.




Section
3.3.      Procedure
for Canadian Prime Rate Borrowings.




(a)       The
Borrower Representative shall give the Canadian Funding Agent written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Canadian
Prime Loans to be made under the Canadian Revolving Commitments substantially in
the form of Exhibit
3.3(a) (a “Notice of Canadian Prime
Rate Borrowing”) prior to 11:00 a.m. (New York time) on the requested
date of each Canadian Prime Loan.  Each Notice of Canadian Prime Rate
Borrowing shall be irrevocable andshall specify: (i) the
aggregate principal amount of any Canadian Prime Rate Borrowing, (ii) the date
of such Borrowing or issuance (which shall be a Business Day), and (iii) the
account of the applicable Canadian Borrower to which the proceeds of such
Canadian Prime Loan should be credited.  The aggregate principal
amount of each Canadian Prime Loan shall be not less than Cdn $100,000 or a
larger multiple thereof; provided, that
Canadian Prime Loans made pursuant to Section 3.5(e) may be
made in lesser amounts as provided therein.  Promptly following the
receipt of a Notice of Canadian Prime Rate Borrowing in accordance herewith, the
Canadian Funding Agent shall advise each Canadian Lender of the details thereof
and such Lender’s Pro Rata Share of the requested Borrowing.




(b)       Each
Canadian Lender will make available each Canadian Prime Rate Loan to be made by
it hereunder on the proposed date thereof by wire transfer in immediately
available funds by 2:00 p.m. (New Yorktime) to the Canadian
Funding Agent at the Payment Office.  The Canadian Funding Agent will
make such Canadian Prime Rate Loans available to the applicable Canadian
Borrower designated by the Borrower Representative to the Canadian Funding Agent
by promptly crediting the amounts that it receives, in like funds by the close
of business on such proposed date, to an account maintained by such Canadian
Borrower with the Canadian Funding Agent or at the Borrower Representative’s
option, by effecting a wire transfer of such amounts to an account designated by
the Borrower Representative to the Canadian Funding Agent.




42


(c)       Unless
the Canadian Funding Agent shall have been notified by any Canadian Lender prior
to 5:00 p.m. (New Yorktime) one (1) Business
Day prior to the date of a Canadian Borrowing in which such Canadian Lender is
to participate that such Canadian Lender will not make available to the Canadian
Funding Agent such Canadian Lender’s share of such Borrowing, the Canadian
Funding Agent may assume that such Canadian Lender has made such amount
available to the Canadian Funding Agent on such date, and the Canadian Funding
Agent, in reliance on such assumption, may make available to the applicable
Canadian Borrower on such date a corresponding amount.  If such
corresponding amount is not in fact made available to the Canadian Funding Agent
by such Canadian Lender on the date of such Canadian Prime Rate Borrowing, the
Canadian Funding Agent shall be entitled to recover such corresponding amount on
demand from such Canadian Lender together with interest at the One-Month BA Rate
until the second Business Day after such demand and thereafter at the Canadian
Prime Rate.  If such Canadian Lender does not pay such corresponding
amount forthwith upon the Canadian Funding Agent’s demand therefor, the Canadian
Funding Agent shall promptly notify the Borrower Representative, and the
applicable Canadian Borrower shall immediately pay such corresponding amount to
the Canadian Funding Agent together with interest at the rate specified for such
Borrowing.  Nothing in this subsection shall be deemed to relieve any
Canadian Lender from its obligation to fund its Pro Rata Share of any Canadian
Prime Rate Borrowing hereunder or to prejudice any rights which the applicable
Canadian Borrower may have against any Canadian Lender as a result of any
default by such Canadian Lender hereunder.




(d)       All
Canadian Prime Rate Borrowings shall be made by the Canadian Lenders on the
basis of their respective Pro Rata Shares of the Canadian Revolving
Commitments.  No Canadian Lender shall be responsible for any default
by any other Canadian Lender in its obligations hereunder, and each Canadian
Lender shall be obligated to make its Canadian Prime Rate Loans provided to be
made by it hereunder, regardless of the failure of any other Canadian Lender to
make its Canadian Prime Rate Loans hereunder.




Section
3.4.     Bankers’
Acceptances.




(a)       At
any time during the Extended Availability Period, by notice in writing to the
Canadian Funding Agent substantially in the form annexed hereto as Exhibit 3.4(a)
(“Notice of Bankers’
Acceptance”) given at least one (1) Business Day prior to the date of the
requested issuance of Bankers’ Acceptances (for the purposes of this Section 3.4 called
the “Acceptance
Date”) and before 1:00 p.m. (Toronto, Ontario time), the Canadian
Borrowers may request that Bankers’ Acceptances be issued, that Canadian Prime
Loans be converted into one or more Bankers’ Acceptances or that Bankers’
Acceptances or any part thereof be extended, as the case may
be.  Bankers’ Acceptances shall be issued on each Acceptance Date, in
a minimum amount of Cdn $500,000 or integral multiples of Cdn $100,000, with
respect to each Canadian Contract Period, and shall have a Canadian Contract
Period of one, two, three or six months, and shall, in no event, mature on a
date after the Commitment Termination Date. No Bankers’ Acceptances shall be
issued if a Default or an Event of Default exists, unless the Canadian Funding
Agent and each of the Canadian Lenders shall have otherwise consented in
writing.




(b)       B/A
Request.  Prior to making any request for Bankers’ Acceptances,
the Canadian Borrowers shall deliver:




(i)        to
the Canadian Lenders, in the name of each Canadian Lender which is a bank that
accepts bankers’ acceptances or depository bills (as defined in the Depository
Act), bills of exchange or depository bills in form and substance acceptable to
the Canadian Funding Agent and the Canadian Lenders; and




43


(ii)        to
the Canadian Lenders, in the name of each Canadian Lender which is not a bank or
does not accept bankers’ acceptances or depository bills (as defined in the
Depository Act), Discount Notes;




completed
and executed by its authorized signatories in sufficient quantity for the
Bankers’ Acceptances requested and in appropriate denominations to facilitate
the sale of the Bankers’ Acceptances in the financial markets.  No
Canadian Lender shall be responsible or liable for its failure to accept a
Bankers’ Acceptance hereunder if such failure is due, in whole or in part, to
the failure of the applicable Canadian Borrower to give appropriate instructions
to the Canadian Funding Agent on a timely basis, nor shall the Canadian Funding
Agent or any Canadian Lender be liable for any damage, loss or other claim
arising by reason of any loss or improper use of any such instrument except a
loss or improper use arising by reason of the gross negligence or willful
misconduct of the Canadian Funding Agent, such Canadian Lender, or their
respective employees. In order to facilitate issuances of Bankers’ Acceptances
pursuant hereto, in accordance with the instructions given from time to time by
the Canadian Borrowers, the Canadian Borrowers hereby authorize each Canadian
Lender, and for this purpose appoints each Canadian Lender its lawful attorney,
to complete and sign Bankers' Acceptances on behalf of the Canadian Borrowers,
in handwritten or facsimile or mechanical signature or otherwise, and once so
completed, signed and endorsed, and following acceptance of them as Bankers’
Acceptances,  to provide the Available Proceeds (as defined in Section 3.4(c)) to
the Canadian Funding Agent in accordance with the provisions hereof. Drafts so
completed, signed, endorsed and negotiated on behalf of the Canadian Borrowers
by any Canadian Lender shall bind the Canadian Borrowers as fully and
effectively as if so performed by an authorized officer of the Canadian
Borrowers.  No Canadian Lenders shall be liable for any damage, loss
or other claim arising by reason of any loss of improper use of any such
instrument except the gross negligence or willful misconduct of such Canadian
Lender.  Each Canadian Lender shall maintain a record with respect to
such instruments (i) received by it hereunder, (ii) voided by it for any reason,
(iii) accepted by it hereunder and (iv) cancelled at their respective
maturities.  Each Canadian Lender agrees to provide such records to
the Canadian Borrowers promptly upon request and, at the request of the Canadian
Borrowers, to cancel such instruments which have been so completed and executed
and which are held by such Canadian Lender and have not yet been issued
hereunder.




(c)       Acceptance
Procedure.  With respect to any Loan comprised of Bankers’
Acceptances:




(i)      The
Canadian Funding Agent shall promptly notify in writing each Canadian Lender of
the details of the proposed issue, specifying:




(a)           For
each Canadian Lender which is a bank that accepts bankers’ acceptances or
depository bills (as defined in the Depository Act), (i) the principal amount of
the Bankers’ Acceptances to be accepted by such Canadian Lender, and (ii) the
Canadian Contract Period of such Bankers’ Acceptances; and




(b)           For
each Canadian Lender which is not a bank or does not accept bankers’ acceptances
or depository bills (as defined in the Depository Act), (i) the principal amount
of the Discount Notes to be issued to such Canadian Lender, and (ii) the
Canadian Contract Period of such Discount Notes.




(ii)       The
Canadian Funding Agent shall establish the Discount Rate at or about 12:00 p.m.
(Toronto, Ontario time) on the Acceptance Date, and the Canadian Funding Agent
shall promptly determine the amount of the Discount Proceeds.




44


(iii)     Forthwith,
and in any event not later than 1:30 p.m. (Toronto, Ontario time) on the
Acceptance Date, the Canadian Funding Agent shall indicate in writing to each
Canadian Lender:




(a)          the
Discount Rate;




(b)         the
amount of the Acceptance Fees applicable to those Bankers’ Acceptances to be
accepted by such Canadian Lender on the Acceptance Date, calculated in
accordance with Section 4.6(c), any
such Canadian Lenders being authorized by the Canadian Borrowers to collect the
Acceptance Fees out of the Discount Proceeds of those Bankers’
Acceptances;




(c)         the
Discount Proceeds of the Bankers’ Acceptances to be purchased by such Canadian
Lender on such Acceptance Date; and




(d)         the
amount obtained (the “Available Proceeds”)
by subtracting the Acceptance Fees from the Discount Proceeds;




(iv)     Not
later than 3:00 p.m. (Toronto, Ontario time) on the Acceptance Date, each
Canadian Lender shall make available to the Canadian Funding Agent its Available
Proceeds.




(v)      Not
later than 4:00 p.m. (Toronto, Ontario time) on the Acceptance Date, the
Canadian Funding Agent shall transfer the Available Proceeds to the Canadian
Borrowers and shall notify the Canadian Borrowers on such day either by telex,
fax or telephone (if by telephone, to be confirmed subsequently in writing) of
the details of the issue.




(d)       Purchase of Bankers’
Acceptances and Discount Notes.  Before giving value to the
Canadian Borrowers, the Canadian Lenders which:




(i)        are
banks that accept bankers’ acceptances or depository bills (as defined in the
Depository Act) shall, on the Acceptance Date, accept the Bankers’ Acceptances
by inserting the appropriate principal amount, Acceptance Date and maturity date
in accordance with the Notice of Bankers’ Acceptance relating thereto and
affixing their acceptance stamps thereto, and shall purchase or sell same;
and


(ii)       are
not banks or do not accept bankers’ acceptances or depository bills (as defined
in the Depository Act) shall, on the Acceptance Date, complete the Discount
Notes by inserting the appropriate principal amount, Acceptance Date and
maturity date in accordance with the Notice of Bankers’ Acceptance relating
thereto.




(e)       Maturity Date of Bankers’
Acceptances.  The Canadian Borrowers shall no later than 10:00
a.m. (Toronto, Ontario time), one (1) Business Day prior to the end of the
Canadian Contract Period of each Bankers’ Acceptance then outstanding and
reaching maturity,




(i)        Notify
the Canadian Funding Agent in the form of Exhibit 3.4(e)
requesting that that the Canadian Lenders convert all or any part of the Loan
consisting of Bankers’ Acceptances then maturing be converted into a Canadian
Prime Loan in an amount equal to the face amount of the maturing Bankers’
Acceptances (a “Notice
of Conversion of Bankers’ Acceptances to Canadian Prime Loans”);
or




45




(ii)       Notify
the Canadian Funding Agent in the form of Exhibit 3.4(a),requesting that the Canadian Lenders extend all or any part of the Loan
consisting of Bankers’ Acceptances then maturing by issuing new Bankers’
Acceptances, subject to compliance with the provisions of Exhibit 3.4(a) with
respect to the minimum amounts; or




(iii)      Notify
the Canadian Funding Agent that it intends to deposit in its account for the
account of the Canadian Lenders on the last day of such Canadian Contract Period
an amount equal to the face amount of each such Bankers’
Acceptance.




(f)        Deemed Conversions on the
Maturity Date.  If the Canadian Borrowers do not deliver to the
Canadian Funding Agent one or more of the notices contemplated by Section 3.4(e) or
make the deposit contemplated by Section 3.4(e)(iii),
the Canadian Borrowers shall be deemed to have requested that the part of the
Loan consisting of Bankers’ Acceptances then maturing be converted into a
Canadian Prime Loan in an amount equal to the face amount of the maturing
Bankers’ Acceptances.




(g)       Conversion and Extension
Mechanism




(i)        If
under the conditions of Section 3.4(e)(i) and
3.4(f), the
Canadian Borrowers request or are deemed to have requested, as the case may be,
that the Canadian Funding Agent convert the portion of the Loan consisting of
Bankers’ Acceptances then maturing into Canadian Prime Loans, the Canadian
Lenders shall pay the Bankers’ Acceptances which are outstanding and
maturing.  Such payments by the Canadian Lenders will constitute a
Canadian Prime Loan within the meaning of this Agreement and the interest
thereon shall be calculated and payable as the Canadian Borrowers may request or
may be deemed to have requested; or




(ii)       If
under the conditions of Section 3.4(e)(iii),
a Canadian Borrower makes a deposit in its account, each Canadian Borrower
hereby expressly and irrevocably authorizes the Canadian Funding Agent to make
any debits necessary in its account in order to pay the Bankers’ Acceptances
which are outstanding and maturing.




(h)       Prepayment of Bankers’
Acceptances  Notwithstanding any provision hereof, the Canadian
Borrowers may not prepay any Bankers’ Acceptance other than on its maturity
date; however, this provision shall not prevent any Canadian Borrower from
acquiring, in its discretion but subject to the other provisions of this
Agreement, any Bankers’ Acceptance in circulation from time to
time.  Alternatively, the Canadian Borrowers may provide to the
Canadian Funding Agent cash collateral in an amount equal to the face amount of
the Bankers' Acceptances that it wishes to prepay, which cash collateral shall
be held by the Canadian Funding Agent in an interest bearing account and used to
repay same at maturity.




(i)        Apportionment Amongst the
Canadian Lenders  The Canadian Funding Agent is authorized by
each Canadian Borrower and each Canadian Lender to allocate amongst the Canadian
Lenders the Bankers’ Acceptances to be issued in such manner and amounts as the
Canadian Funding Agent may, in its sole discretion, but acting reasonably,
consider necessary, so as to ensure that no Canadian Lender is required to
accept a Bankers’ Acceptance for a fraction of Cdn $10,000, and in such event,
the Canadian Lenders’ respective participations in any such Bankers’ Acceptances
and repayments thereof shall be altered accordingly.  Further, the
Canadian Funding Agent is authorized by each Canadian Borrower and each Canadian
Lender to cause the proportionate share of one or more Canadian Lender’s
Canadian Loans (calculated based on its Pro Rata Share) to be exceeded by no
more than Cdn $10,000 each as a result of such allocations provided that the
principal amount of outstanding Canadian Loans, including Bankers’ Acceptances,
shall not thereby exceed the maximum amount of the Canadian Commitment of each
Canadian Lender.  Any resulting amount by which the requested face
amount of any such Bankers’ Acceptance shall have been so reduced shall be
advanced, converted or continued, as the case may be, as a Canadian Prime Loan,
to be made contemporaneously with the Bankers’ Acceptance.




46


(j)        Days of
Grace  No Canadian Borrower shall claim from the Canadian
Lenders any days of grace for the payment at maturity of any Bankers’
Acceptances presented and accepted by the Canadian Lenders pursuant to the
provisions of this Agreement.  Further, each Canadian Borrower waives
any defense to payment which might otherwise exist if for any reason a Bankers’
Acceptance shall be held by any Canadian Lender in its own right at the maturity
thereof.




(k)       Obligations
Absolute.  The obligations of the Canadian Borrowers with
respect to Bankers’ Acceptances shall be unconditional and irrevocable and shall
be paid strictly in accordance with the provisions of this Agreement under all
circumstances, including the following circumstances:




(i)        any
lack of validity or enforceability of any draft accepted by any Canadian Lender
as a Bankers’ Acceptance; or




(ii)       the
existence of any claim, set-off, defense or other right which any Canadian
Borrower may have at any time against the holder of a Bankers’ Acceptance, the
Canadian Lenders, or any other Person or entity, whether in connection with this
Agreement or otherwise.




(l)        If
at any time or from time to time there no longer exists a market for Bankers’
Acceptances for a selected Canadian Contract Period, a Canadian Lender shall so
advise the Canadian Funding Agent and such Canadian Lender shall not be obliged
to accept drafts of the Canadian Borrowers presented to such Canadian Lender
pursuant to the provisions of this Agreement nor to honor any Notices of
Bankers’ Acceptance.




(m)      If
a notice has been given by the Canadian Funding Agent in accordance with Section 3.4(l), the
Loan comprised of Bankers’ Acceptance shall not be made, converted or extended
by the Canadian Lenders and the right of the Canadian Borrowers to request the
issuance, conversion to or extension of Bankers’ Acceptances shall be suspended
until such time as the Canadian Funding Agent has determined that the
circumstances having given rise to such suspension no longer exist, in respect
of which determination the Canadian Funding Agent shall advise the Canadian
Borrowers within a reasonable time period.




(n)       Bankers’
Acceptances may be issued in the form of a depository bill and deposited with a
clearing house, both terms as defined in the Depository Act.  The
Canadian Funding Agent and the Canadian Borrowers shall agree to the procedures
to be followed, acting reasonably.  The Canadian Lenders are also
authorized at such time to issue depository bills as replacements for previously
issued Bankers’ Acceptances, on the same terms as those replaced, and deposit
them with a clearing house against cancellation of the previously issued
Bankers’ Acceptances.




(o)       Waiver of Presentment and
Other Conditions.  Each Canadian Borrower waives presentment
for payment and any other defense to payment of any amounts due to the Canadian
Lender in respect of a Bankers’ Acceptance accepted by it pursuant to this
Agreement which might exist solely by reason of the Bankers’ Acceptance being
held, at the maturity thereof, by the Canadian Lender in its own right and each
Canadian Borrower agrees not to claim any days of grace if the Canadian Lenders
as holder sues each Canadian Borrower on the Bankers’ Acceptance for payment of
the amount payable by such Canadian Borrower thereunder.




47


Section
3.5.         Canadian
LC Commitment.




(a)           During
the ExtendedAvailability Period, the
Canadian Issuing Bank, in reliance upon the agreements of the other Canadian
Lenders pursuant to Section 3.5(e),
agrees to issue, at the request of the Canadian Borrowers, Canadian Letters of
Credit for the account of any Canadian Borrower on the terms and conditions
hereinafter set forth; provided, that (i)
each Canadian Letter of Credit shall expire on the date that is two (2) Business
Days prior to the Commitment Termination Date; (ii) each Canadian Letter of
Credit shall be in a stated amount of at least Cdn $100,000; and (iii) the
Canadian Borrowers may not request any  Canadian Letter of Credit, if,
after giving effect to such issuance (A) the aggregate Canadian LC Exposure
would exceed the Canadian LC Commitment or (B) the aggregate Canadian Revolving
Credit Exposure of all Canadian Lenders would exceed the Aggregate Canadian
Commitment Amount.  Upon the issuance of each Canadian Letter of
Credit, each Canadian Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Canadian Issuing Bank without
recourse a participation in such Canadian Letter of Credit equal to such
Canadian Lender’s Pro Rata Share of the aggregate amount available to be drawn
under such Canadian Letter of Credit.  Each issuance of a Canadian
Letter of Credit shall be deemed to utilize the Canadian Revolving Commitment of
each Canadian Lender by an amount equal to the amount of such
participation.




(b)           To
request the issuance of a Canadian Letter of Credit under the Canadian Revolving
Commitments (or any amendment, renewal or extension of an outstanding Letter of
Credit), the Canadian Borrowers shall give the Canadian Issuing Bank and the
Canadian Funding Agent irrevocable written notice at least three (3) Business
Days prior to the requested date of such issuance specifying the date (which
shall be a Business Day) such Canadian Letter of Credit is to be issued (or
amended, extended or renewed, as the case may be), the expiration date of such
Canadian Letter of Credit, the amount of such Canadian Letter of Credit, the
name and address of the beneficiary  thereof and such other
information as shall be necessary to prepare, amend, renew or extend such
Canadian Letter of Credit.  In addition to the satisfaction of the
conditions in Article V, the issuance of such Canadian Letter of Credit (or any
amendment which increases the amount of such Canadian Letter of Credit) will be
subject to the further conditions that such Canadian Letter of Credit shall be
in such form and contain such terms as the Canadian Issuing Bank shall approve
and that the Canadian Borrowers shall have executed and delivered any additional
applications, agreements and instruments relating to such Canadian Letter of
Credit as the Canadian Issuing Bank shall reasonably require; provided, that in the
event of any conflict between such applications, agreements or instruments and
this Agreement, the terms of this Agreement shall control.




(c)           At
least two (2) Business Days prior to the issuance of any Canadian Letter of
Credit, the Canadian Issuing Bank will confirm with the Canadian Funding Agent
(by telephone or in writing) that the Canadian Funding Agent has received such
notice and if not, the Canadian Issuing Bank will provide the Canadian Funding
Agent with a copy thereof.  Unless the Canadian Issuing Bank has
received notice from either the Canadian Funding Agent on or before the Business
Day immediately preceding the date the Canadian Issuing Bank is to issue the
requested Canadian Letter of Credit (1) directing the Canadian Issuing Bank not
to issue the Canadian Letter of Credit because such issuance is not then
permitted hereunder because of the limitations set forth in Section 3.5(a) or (2)
that one or more conditions specified in Article V are not
then satisfied, then, subject to the terms and conditions hereof, the Canadian
Issuing Bank shall, on the requested date, issue such Canadian Letter of Credit
in accordance with the Canadian Issuing Bank’s usual and customary business
practices.


48


(d)           The
Canadian Issuing Bank shall examine all documents purporting to represent a
demand for payment under a Canadian Letter of Credit promptly following its
receipt thereof.  The Canadian Issuing Bank shall notify the Canadian
Borrowers and the Canadian Funding Agent of such demand for payment and whether
the Canadian Issuing Bank has made or will make a Canadian LC Disbursement
thereunder; provided, that any
failure to give or delay in giving such notice shall not relieve any Canadian
Borrower of its obligation to reimburse the Canadian Issuing Bank and the
Canadian Lenders with respect to such Canadian LC Disbursement.  Each
Canadian Borrower shall be irrevocably and unconditionally obligated to
reimburse the Canadian Issuing Bank for any Canadian LC Disbursements paid by
the Canadian Issuing Bank in respect of such drawing, without presentment,
demand or other formalities of any kind.  Unless the applicable
Canadian Borrower shall have notified the Canadian Issuing Bank and the Canadian
Funding Agent prior to 11:00 a.m. (New York, New York time) on the Business Day
immediately prior to the date on which such drawing is honored that such
Canadian Borrower intends to reimburse the Canadian Issuing Bank for the amount
of such drawing in funds other than from the proceeds of Canadian Loans, the
Canadian Borrowers shall be deemed to have timely given a Notice of Canadian
Prime Rate Borrowing to the Canadian Funding Agent requesting the Canadian
Lenders to make a Canadian Prime Loan on the date on which such drawing is
honored in an exact amount due to the Canadian Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedent set forth in Section 5.2 hereof
shall not be applicable.  The Canadian Funding Agent shall notify the
Canadian Lenders of such Borrowing in accordance with Section 3.3, and each
Canadian Lender shall make the proceeds of its Canadian Prime Loan included in
such Borrowing available to the Canadian Funding Agent for the account of the
Canadian Issuing Bank in accordance with Section
3.3.  The proceeds of such Borrowing shall be applied directly
by the Canadian Funding Agent to reimburse the Canadian Issuing Bank for such
Canadian LC Disbursement and any such Borrowing shall constitute timely
repayment of such Canadian LC Disbursement.




(e)           If
for any reason a Canadian Prime Loan may not be (as determined in the sole
discretion of the Canadian Funding Agent), or is not, made in accordance with
the foregoing provisions, then each Canadian Lender (other than the Canadian
Issuing Bank) shall be obligated to fund the participation that such Canadian
Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata
Shareof such
Canadian LC Disbursement on and as of the date which such Canadian Prime Loan
should have occurred.Each Canadian Lender’s
obligation to fund its participation shall be absolute and unconditional and
shall not be affected by any circumstance, including without limitation (i) any
setoff, counterclaim, recoupment, defense or other right that such Lender or any
other Person may have against the Canadian Issuing Bank or any other Person for
any reason whatsoever, (ii) the existence of a Default or an Event of Default or
the termination of the Commitments, (iii) any adverse change in the condition
(financial or otherwise) of any Loan Party or any of its Subsidiaries, (iv) any
breach of this Agreement by any Borrower or any other Lender, (v) any amendment,
renewal or extension of any Letter of Credit or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.  On the date that such participation is required to be
funded, each Canadian Lender shall promptly transfer, in immediately available
funds in the currency of the subject Letter of Credit, the amount of its
participation to the Canadian Funding Agent for the account of the Canadian
Issuing Bank.  Whenever, at any time after the Canadian Issuing Bank
has received from any such Lender the funds for its participation in a Canadian
LC Disbursement, the Canadian Issuing Bank (or the Canadian  Funding
Agent on its behalf) receives any payment on account thereof, the Canadian
Funding Agent or the Canadian Issuing Bank, as the case may be, will distribute
to such Canadian Lender its Pro Rata Share of such payment; provided, that if
such payment is required to be returned for any reason to any Canadian Borrower
or to a trustee, receiver, liquidator, custodian or similar official in any
bankruptcy proceeding, such Canadian Lender will return to the Canadian Funding
Agent or the Canadian Issuing Bank any portion thereof previously distributed by
the Canadian  Funding Agent or the Canadian Issuing Bank to
it.




(f)         
  To the extent that any Canadian Lender shall fail to pay any amount
required to be paid pursuant to paragraph (d) on the due date therefor, such
Canadian Lender shall pay interest to the Canadian Issuing Bank (through the
Canadian  Funding Agent) on such amount from such due date to the date
such payment is made at a rate per annum equal to the One-Month BA Rate; provided, that if
such Canadian Lender shall fail to make such payment to the Canadian Issuing
Bank within three (3) Business Days of such due date, then, retroactively to the
due date, such Canadian Lender shall be obligated to pay interest on such amount
as set forth in Section
4.6(d).


49





(g)      
     If any Event of Default shall occur and be
continuing, on the Business Day that any Canadian Borrower receives notice from
the Canadian Funding Agent or the Required Canadian Lenders demanding the
deposit of cash collateral pursuant to this paragraph, the Canadian Borrowers
shall deposit in an account with the Canadian Funding Agent, in the name of the
Canadian Funding Agent and for the benefit of the Canadian Issuing Bank and the
Canadian Lenders, an amount in cash equal to the Canadian LC Exposure as of such
date plus any accrued and unpaid fees thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
any Borrower described in Section 10.1(g) or
(h).Such deposit shall be
held by the Canadian  Funding Agent as collateral for the payment and
performance of the obligations of the Canadian Borrowers under this
Agreement.  The Canadian Funding Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such
account.  The Canadian Borrowers agree to execute any documents and/or
certificates to effectuate the intent of this paragraph.  Such
deposits shall be invested solely at the election, as well as the risk and
expense, of the Borrower Representative, and if so elected shall be invested
solely in interest-bearing deposit accounts by the Canadian Issuing
Bank.  All interest resulting from such investment shall accumulate in
such account.  Moneys in such account shall be applied by the Canadian
Funding Agent to reimburse the Canadian Issuing Bank for Canadian LC
Disbursements for which it had not been reimbursed and to the extent so applied,
shall be held for the satisfaction of the reimbursement obligations of the
Canadian Borrowers for the Canadian LC Exposure at such time or, if the maturity
of the Loans has been accelerated, with the consent of the Canadian Required
Lenders, be applied to satisfy other obligations of the Canadian Borrowers under
this Agreement and the other Loan Documents.  If any Canadian Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not so applied as
aforesaid) shall be returned to the Canadian Borrowers within three (3) Business
Days after all Events of Default have been cured or waived.




(h)      
     The Canadian Borrower’s obligation to reimburse
Canadian LC Disbursements hereunder shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this
Agreement under all circumstances whatsoever and irrespective of any of the
following circumstances:




(i)           Any
lack of validity or enforceability of any Letter of Credit or this
Agreement;




(ii)          The
existence of any claim, set-off, defense or other right which any Borrower or
any Subsidiary or Affiliate of any Borrower may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), any Lender
(including the Canadian Issuing Bank) or any other Person, whether in connection
with this Agreement or the Letter of Credit or any document related hereto or
thereto or any unrelated transaction;




(iii)         Any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect;




(iv)         Payment
by the Canadian Issuing Bank under a Letter of Credit against presentation of a
draft or other document to the Canadian Issuing Bank that does not comply with
the terms of such Letter of Credit;


50





(v)          Any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Canadian Borrower’s obligations hereunder; or




(vi)         The
existence of a Default or an Event of Default.




Neither
the Agents, the Issuing Banks, the Lenders nor any Related Party of any of the
foregoing shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Canadian Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Canadian Issuing
Bank; provided,
that the foregoing shall not be construed to excuse the Canadian Issuing Bank
from liability to any Canadian Borrower to the extent of any actual direct
damages (as opposed to special, indirect (including claims for lost profits or
other consequential damages), or punitive damages, claims in respect of which
are hereby waived by each Canadian Borrower to the extent permitted by
applicable law) suffered by such Canadian Borrower that are caused by the
Canadian Issuing Bank’s failure to exercise due care when determining whether
drafts or other documents presented under a Letter of Credit comply with the
terms thereof.  The parties hereto expressly agree, that in the
absence of gross negligence or willful misconduct on the part of the Canadian
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Canadian Issuing Bank shall be deemed to have exercised due care in each such
determination.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Canadian Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.





(i)           Each
Canadian Letter of Credit shall be subject to the Uniform Customs and Practices
for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time, and, to the
extent not inconsistent therewith, the governing law of this Agreement set forth
in Section
13.5.




Section
3.6.         Exchange
Rate Recalculation.  Not later than 12:00 noon (Toronto,
Ontario time) on each Reset Date, the Canadian Funding Agent shall (A) determine
the Exchange Rate of US Dollars to Canadian Dollars and the aggregate
outstanding Canadian Revolving Credit Exposure (after giving effect to any
Canadian Prime Loans, Bankers’ Acceptances or Canadian Letters of Credit being
made, issued, repaid, or cancelled or reduced on such date), and (B) notify the
Administrative Agent, the Canadian Lenders and the Canadian Borrowers
thereof.  The Exchange Rate as so determined shall become effective on
the first Business Day immediately following the Reset Date, shall remain
effective until the next succeeding Reset Date, and shall for all purposes of
this Agreement, other than as provided in Section 13.17 (a) or
(b), be the Exchange Rate employed in determining the US Dollar
Equivalent of any amount measured in Canadian Dollars.




Section
3.7.         Interest
Act.  For the purposes of the Interest Act of Canada, any
amount of interest or fees calculated on the Canadian Revolving Commitments
using 360, 365 or 366 days per year and expressed as an annual rate is equal to
the said rate of interest or fees multiplied by the actual number of days
comprised within the calendar year, divided by 360, 365 or 366, as the case may
be.  The parties agree that all interest under the Canadian Revolving
Commitments will be calculated using the nominal rate method and not the
effective rate method, and that the deemed re-investment principle shall not
apply to such calculations.  In addition, the parties acknowledge that
there is a material distinction between the nominal and effective rates of
interest and that they are capable of making the calculations necessary to
compare such rates.


51





ARTICLE
IV




NOTICE
OF BORROWING




Section
4.1.         Optional Reduction and
Termination of Commitments.




(a)           Unless
previously terminated, all Non-Extended US Revolving Commitments shall terminate
on the Non-Extended Commitment Termination Date and all Extended Commitments
shall terminate on the Extended Commitment Termination Date.  On the
DnB NOR Commitment Termination Date, the DnB NOR Commitments shall
automatically, without any further action, be converted into incremental
Extended US Revolving Commitments pursuant to Section
4.17(g).




(b)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrowers may reduce the Non-Extended US Revolving
Commitments in part or terminate the Non-Extended US Revolving Commitments in
whole; provided, that (i)
any partial reduction of the Non-Extended US Revolving Commitments shall apply
to reduce proportionately and permanently the Non-Extended US Revolving
Commitment of each Non-Extended US Lender, (ii) any partial reduction of the
Non-Extended US Revolving Commitments pursuant to this Section 4.1 shall be
in an amount of at least $5,000,000 and any larger multiple of $1,000,000 and
(iii) no such reduction shall be permitted which would reduce the Aggregate
Non-Extended US Revolving Commitments to an amount less than the outstanding
Non-Extended US Revolving Credit Exposures of all Non-Extended US
Lenders.




(c)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrowers may reduce the Extended Commitments in part or
terminate the Extended Commitments in whole; provided, that (i)
any partial reduction of the Extended US Revolving Commitments shall apply to
reduce proportionately and permanently the Extended US Revolving Commitment of
each Extended US Lender, (ii) any partial reduction of the Canadian Revolving
Commitments shall apply to reduce proportionately and permanently the Canadian
Revolving Commitment of each Canadian Lender, (iii) any partial reduction of the
Extended US Revolving Commitments pursuant to this Section 4.1 shall be
in an amount of at least $5,000,000 and any larger multiple of $1,000,000, (iv)
any partial reduction of the Canadian Revolving Commitments pursuant to this
Section 4.1(c)
shall be in an amount of at least $500,000 and any larger multiple of $100,000,
(v) no such reduction shall be permitted which would reduce the Aggregate
Extended US Revolving Commitments to an amount less than the outstanding
Extended US Revolving Credit Exposures of all Extended US Lenders, (vi) no such
reduction shall be permitted which would reduce the Aggregate Canadian Revolving
Commitments to an amount less than the outstanding Canadian Revolving Credit
Exposures of all Canadian Lendersand (vii) no reduction
in the Extended Commitments may be made under this Section 4.1(c) unless
and until all Non-Extended Revolving Commitments have been terminated in
full.  Any such reduction in the Aggregate Extended US Revolving
Commitment Amount below the sum of the principal amount of the Swingline
Commitment and the US LC Commitment shall result in a dollar for dollar
reduction in the Swingline Commitment and the US LC Commitment.  Any
such reduction in the Aggregate Canadian Commitment Amount below the principal
amount of the Canadian LC Commitment shall result in a dollar for dollar
reduction in the Canadian LC Commitment.


52




(d)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrowers may reduce the DnB NOR Commitments in part or
terminate the DnB NOR Commitments in whole; provided, that (i)
any partial reduction of the DnB NOR Commitments shall apply to reduce
proportionately and permanently the DnB NOR Commitment of each DnB NOR Lender,
(ii) any partial reduction of the DnB NOR Commitments pursuant to this Section 4.1(d) shall
be in an amount of at least $5,000,000 and any larger multiple of $1,000,000,
(iii) no such reduction shall be permitted which would reduce the DnB NOR
Commitments to an amount less than the outstanding principal amount of all DnB
NOR Loans, and (iv) no reduction in the DnB NOR Commitments may be made under
this Section
4.1(d) except on a basis that is pro rata with a reduction in the
Extended Revolving Commitments.




(e)           With
the written approval of the Administrative Agent, the Borrowers may terminate
(on a non-ratable basis) the unused amount of the Extended US Revolving
Commitment of a Defaulting Lender, and in such event the provisions of Section 4.19 will
apply to all amounts thereafter paid by any Borrower for the account of any such
Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts), provided that such termination will
not be deemed to be a waiver or release of any claim the Borrowers, the
Administrative Agent, any US Issuing Bank, the Swingline Lender or any Extended
US Lender may have against such Defaulting Lender.





Section
4.2.          Repayment of
Loans.




The outstanding principal amount of all
Non-Extended US Revolving Loans shall be due and payable in full (together with
accrued and unpaid interest thereon) on the Non-Extended Commitment Termination
Date.  The outstanding principal amount of all Extended Revolving
Loans and the Swingline Loans shall be due and payable in full (together with
accrued and unpaid interest thereon) on the Extended Commitment Termination
Date.  The outstanding principal amount of all DnB NOR Loans shall be
due and payable in full (together with accrued and unpaid interest thereon) on
the DnB NOR Commitment Termination Date, and shall be paid in full with the
proceeds of an Extended US Revolving Borrowing on the DnB NOR Commitment
Termination Date pursuant to Section
4.17(g).




Section
4.3.          Evidence
of Indebtedness.  (a)  Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing the
Indebtedness of each Borrower to such Lender resulting from each Loan in each
Tranche made by such Lender from time to time, including the amounts of
principal and interest payable thereon and paid to such Lender from time to time
under this Agreement.  The Administrative Agent shall maintainappropriate recordsin which shall be
recorded (i) the US Revolving Commitments of each Lender, (ii) the amount of
each Loan made hereunder by each US Lender, the applicable Borrower, the Class,
Tranche and Type thereof and the Interest Period applicable thereto, (iii) the
date of each continuation thereof pursuant to Section 2.8, (iv) the
date of each conversion of all or a portion thereof to another Type pursuant to
Section 2.8,
(v) the date and amount of any principal or interest due and payable or to
become due and payable from each US Borrower to each US Lender hereunder in
respect of such Loans and (vi) both the date and amount of any sum received by
the Administrative Agent hereunder from each US Borrower in respect of the
Loans, the Tranche applicable thereto and each Lender’s Pro Rata Share
thereof.  The Canadian Funding Agent shall maintainappropriate recordsin which shall be
recorded (i) the Canadian Revolving Commitments of each Lender, (ii) the amount
of each Loan made hereunder by each Canadian Lender, the applicable Borrower,
the Class, Tranche and Type thereof and the Interest Period applicable thereto,
(iii) the date of each continuation thereof pursuant to Section 3.3 or Section 3.4 (iv) the
date of each conversion of all or a portion thereof to another Type pursuant to
Section 3.3 or
Section 3.4,
(v) the date and amount of any principal or interest due and payable or to
become due and payable from each Canadian Borrower to each Canadian Lender
hereunder in respect of such Canadian Loans and (vi) both the date and amount of
any sum received by the Canadian Funding Agent hereunder from each Canadian
Borrower in respect of the Canadian Loans, the Tranche applicable thereto and
each Canadian Lender’s Pro Rata Share thereof.   The entries made
in such records shall be prima
facieevidence of the existence and amounts of the obligations of the
Borrowers therein recorded; provided, that the
failure or delay of any Lender or any Agent in maintaining or making entries
into any such record or any error therein shall not in any manner affect the
obligation of the Borrowers to repay the Loans (both principal and unpaid
accrued interest) of such Lender in accordance with the terms of this
Agreement.


53





(b)           This
Agreement shall evidence all Loans and other Obligations extended or incurred
hereunder and shall be considered a “note-less” credit
agreement.  However, at the request of any Lender (including the
Swingline Lender) at any time, the Borrowers agree that they will jointly and
severally execute and deliver to such Lender a promissory note in form and
substance reasonably satisfactory to the Administrative Agent evidencing the
applicable Commitment of such Lender and the applicable Loans made by such
Lender to the Borrowers, such promissory note to be payable to the order of such
Lender.




Section
4.4.         Voluntary
Prepayments.The Borrowers
shall have the right at any time and from time to time to prepay any Borrowing
(other than Bankers’ Acceptances and the DnB NOR Loans), in whole or in part,
without premium or penalty, by giving irrevocable written notice (or telephonic
notice promptly confirmed in writing) to the Administrative Agent (with respect
to US Borrowings) or the Canadian Funding Agent (with respect to Canadian
Borrowings) no later than 12:00 noon (New Yorktime) (i) in the case of
prepayment of any Eurodollar Borrowing, not less than three (3) Business Days
prior to any such prepayment, (ii) in the case of any prepayment of any Base
Rate Borrowing or Canadian Prime Rate Borrowing, not less than one (1) Business
Day prior to the date of such prepayment, and (iii) in the case of Swingline
Borrowings, on the date of such prepayment.  Each such notice shall be
irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be prepaid and the
applicable Tranche thereof, if any.  Upon receipt of any such notice,
the applicable Agent shall promptly notify each affected Lender of the contents
thereof and of such Lender’s Pro Rata Share of any such
prepayment.  If such notice is given, the aggregate amount specified
in such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 4.6(d); provided, that if a
Eurodollar Borrowing is prepaid on a date other than the last day of an Interest
Period applicable thereto, the Borrowers shall also pay all amounts required
pursuant to Section 4.12.  No
Bankers’ Acceptances may be prepaid; the DnB NOR Loans may not be prepaid except
in connection with a permanent reduction in the DnB NOR Commitments made in
accordance with Section
4.1(d).  Each partial prepayment of any Loan shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type pursuant to Section
2.2.  Each prepayment of a Borrowing within a Tranche shall be
applied ratably to the Loans comprising such Borrowing and
Tranche.  Notwithstanding the foregoing, each prepayment of a US
Borrowing made prior to the Non-Extended Commitment Termination Date shall be
applied first to the Non-Extended US Revolving Loans and second, to the extent
there are no Non-Extended US Revolving Loans outstanding, to the Extended US
Revolving Loans; providedthat if an Event of Default has occurred and is continuing at the time of
such prepayment, then at the written election of the Required Extending US
Lenders, such prepayment of Borrowings shall be applied to all Loans on a pro
rata basis.Each
prepayment of a Canadian Borrowing shall be applied ratably to the Loans
comprising such Canadian Borrowing.




Section
4.5.          Mandatory
Prepayments.




(a)           If
at any time the Non-Extended US Revolving Credit Exposure of all Lenders exceeds
the Aggregate Non-Extended US Commitment Amount, as reduced pursuant to Section 4.1 or
otherwise, the US Borrowers shall immediately repay Non-Extended US Revolving
Loans in an amount equal to such excess, together with all accrued and unpaid
interest on such excess amount and any amounts due under Section
4.12.  Each prepayment of Non-Extended US Revolving Loans shall
be applied first to the Base Rate Loans to the full extent thereof, and then to
Eurodollar Loans to the full extent thereof.


54





(b)           If
at any time the Extended US Revolving Credit Exposure of all Lenders exceeds the
Aggregate Extended US Commitment Amount, as reduced pursuant to Section 4.1 or
otherwise, the US Borrowers shall immediately repay Extended US Revolving Loans
in an amount equal to such excess, together with all accrued and unpaid interest
on such excess amount and any amounts due under Section
4.12.  Each prepayment of Extended US Revolving Loans shall be
applied first to the Swingline Loans to the full extent thereof, second to the
Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to
the full extent thereof.  If after giving effect to prepayment of all
Swingline Loans and Extended US Revolving Loans, the Extended US Revolving
Credit Exposure of all Lenders exceeds the Aggregate Extended US Commitment
Amount, the US Borrowers shall Cash Collateralize its reimbursement obligations
with respect to US Letters of Credit by depositing cash collateral in an amount
equal to such excess plus any accrued and unpaid fees thereon to be held as
collateral for the US LC Exposure.  Such account shall be administered
in accordance with Section
2.5(g).




(c)           If
at any time the Canadian Revolving Credit Exposure of all Lenders exceeds the
Aggregate Canadian Commitment Amount, as reduced pursuant to Section 4.1, as a
result of fluctuation in the Exchange Rates or otherwise, the Canadian Borrowers
shall immediately prepay Canadian Revolving Loans in an amount equal to such
excess, together with all accrued and unpaid interest on such excess amount and
any amounts due under Section
4.12.  Each such prepayment shall be applied first to the
Canadian Prime Loans to the full extent thereof, and then to the repurchase of
Bankers’ Acceptances.  If after giving effect to such prepayment of
Canadian Revolving Loans, the Canadian Revolving Credit Exposure of all Lenders
continues to exceed the Aggregate Canadian Commitment Amount, the Canadian
Borrowers shall deposit in an account with the Canadian Funding Agent, in the
name of the Canadian Funding Agent and for the benefit of the Canadian Issuing
Bank and the Canadian Lenders, an amount in Canadian Dollars equal to such
excess plus any accrued and unpaid fees thereon to be held as collateral for the
Canadian LC Exposure.  Such account shall be administered in
accordance with Section
3.5(g).




(d)           If
at any time the DnB NOR Loans of all Lenders exceeds the amount of
the  DnB NOR Commitments, as reduced pursuant to Section 4.1 or
otherwise, the US Borrowers shall immediately repay the DnB NOR Loans in an
amount equal to such excess, together with all accrued and unpaid interest on
such excess amount and any amounts due under Section
4.12.




Section
4.6.          Interest on Loans;
Acceptance
Fees.




(a)           The
US Borrowers shall jointly and severally pay interest (i) on each Base Rate Loan
and Swingline Loan at the Base Rate in effect from time to time plus the
Applicable Margin in effect from time to time and (ii) on each Eurodollar Loan
at the Adjusted LIBO Rate for the applicable Interest Period in effect for such
US Loan plus the Applicable Margin in effect from time to time.  The
DnB NOR Loans shall only be comprised of Eurodollar Loans and not Base Rate
Loans.




(b)  
        The Canadian Borrowers shall
jointly and severally pay interest on each Canadian Prime Loan at the Canadian
Prime Rate in effect from time to time plus the Applicable Margin in effect from
time to time.


55





(c)           Upon
acceptance of Bankers’ Acceptances by the Canadian Lenders, the applicable
Canadian Borrower shall pay to the Canadian Funding Agent for the benefit of the
Canadian Lenders a fee (the “Acceptance Fee”)
calculated on the face amount of the Bankers’ Acceptances at a rate per annum
equal to the Applicable Margin on the basis of the number of days in the
Canadian Contract Period for the Bankers’ Acceptances and a year of 365
days.




(d)           While
an Event of Default exists or after acceleration, at the option of the Required
Lenders, the US Borrowers shall jointly and severally pay interest (“US Default Interest”)
(i) with respect to all Eurodollar Loans at the rate otherwise applicable for
the then-current Interest Period plus an additional 2% per
annum until the last day of such Interest Period, and thereafter and (ii) with
respect to all Base Rate Loans and all other US Obligations hereunder (other
than Loans), at the rate in effect for Base Rate Loans, plus an additional 2%
per annum.  While an Event of Default exists or after acceleration, at
the option of the Required Lenders, the Canadian Borrowers shall jointly and
severally pay interest (together with the US Default Interest, “Default Interest”)
(i) on the principal amount of any outstanding Bankers’ Acceptance at 2% per
annum until the last day of the applicable Canadian Contract Period, at which
time such Bankers’ Acceptance shall be converted to a Canadian Prime Loan and
(ii) with respect to all Canadian Prime Loans and all other Canadian Obligations
hereunder (other than Loans), at the rate in effect for Canadian Prime Loans,
plus an additional 2% per annum.




(e)           Interest
on the principal amount of all Loans (excluding Loans comprised of Bankers’
Acceptances) shall accrue from and including the date such Loans are made to but
excluding the date of any repayment thereof.  Interest on all
outstanding Base Rate Loans, Swingline Loans and Canadian Prime Loans shall be
payable(i)quarterly in arrears on
the last day of each March, June, September and December, (ii) on the
Non-Extended Commitment Termination Date with respect to all Non-Extended Base
Rate Loans and (iii) on the Extended Commitment Termination Date with respect to
all Extended Base Rate Loans and Canadian Prime Loans.  Interest on
all outstanding Eurodollar Loans shall be payable (i) on the last day of each
Interest Period applicable thereto, (ii) on the Non-Extended Commitment
Termination Date with respect to all Non-Extended Eurodollar Rate Loans, (iii)
on the Extended Commitment Termination Date with respect to all Extended
Eurodollar Loans, (iv) on the DnB NOR Commitment Termination Date with respect
to that portion of the DnB NOR Loans bearing interest based on the Eurodollar
Rate and (v) in the case of any Eurodollar Loans having an Interest Period in
excess of three months on each day which occurs every three months after the
initial date of such Interest Period.  Interest on any US Loan which
is converted into a US Loan of another Type or which is repaid or prepaid shall
be payable on the date of such conversion or on the date of any such repayment
or prepayment (on the amount repaid or prepaid) thereof.  Interest on
any Canadian Prime Loan which is converted into a Loan consisting of Bankers’
Acceptances or which is repaid or prepaid shall be payable on the date of such
conversion or on the date of any such repayment or prepayment (on the amount
repaid or prepaid) thereof.  All Default Interest shall be payable on
demand.




(f)           The
Administrative Agent shall determine each interest rate applicable to the US
Loans hereunder and shall promptly notify the Borrower Representative and the
Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). The Canadian Funding Agent shall determine each interest rate and fees
applicable to the Canadian Loans hereunder and shall promptly notify the
Borrower Representative and the Canadian Lenders of such rate in writing (or by
telephone, promptly confirmed in writing).  Any such determination
shall be conclusive and binding for all purposes, absent manifest
error.




Section
4.7.          Fees.




(a)           The
US Borrowers jointly and severally agree to pay to the Administrative Agent for
its own account fees in the amounts and at the times previously agreed upon in
writing by the Borrowers and the Administrative Agent.


56





(b)           The
US Borrowers jointly and severally agree to pay to the Administrative Agent for
the account of each Non-Extended US Lender a commitment fee, which shall accrue
at the Applicable Percentage per annum (determined daily in accordance with Part
A of Schedule
I) on the daily amount of the unused Non-Extended US Revolving Commitment
of such Lender during the Non-Extended Availability Period.  The US
Borrowers jointly and severally agree to pay to the Administrative Agent for the
account of each Extended US Lender a commitment fee, which shall accrue at the
Applicable Percentage per annum (determined daily in accordance with Part B of
Schedule I) on
the daily amount of the unused Extended US Revolving Commitments of such Lender
during the Extended Availability Period.  For purposes of computing
commitment fees with respect to the US Revolving Commitments, (i) the
Non-Extended US Revolving Commitment of each US Lender shall be deemed used to
the extent of the outstanding Non-Extended US Revolving Loans of such Lender and
(ii) the Extended US Revolving Commitment of each US Lender shall be deemed used
to the extent of the outstanding Extended US Revolving Loans and US LC Exposure,
but not Swingline Exposure, of such Lender.




(c)           The
Canadian Borrowers jointly and severally agree to pay to the Canadian Funding
Agent for the account of each Canadian Lender a commitment fee, which shall
accrue at the Applicable Percentage per annum (determined daily in accordance
with Part B of Schedule
I)  on the daily amount of the unused Canadian Revolving
Commitment of such Lender during the Extended Availability
Period.  For purposes of computing commitment fees with respect to the
Canadian Revolving Commitments, the Canadian Revolving Commitment of each
Canadian Lender shall be deemed used to the extent of the outstanding Canadian
Revolving Loans and Canadian LC Exposure of such Lender.




(d)           The
US Borrowers jointly and severally agree to pay (i) to the Administrative Agent,
for the account of each Extended US Lender, a letter of credit fee with respect
to its participation in each US Letter of Credit, which shall accrue at a rate
per annum equal to (x) the Applicable Margin for Eurodollar Loans then in effect
on the average daily amount of such Extended US Lender’s US LC Exposure
attributable to such US Letter of Credit during the period from and including
the date of issuance of such US Letter of Credit to but excluding the date on
which such US Letter of Credit expires or is drawn in full (including without
limitation any US LC Exposure that remains outstanding after the Extended
Commitment Termination Date), less (y) 50% of the Applicable Margin for
Eurodollar Loans then in effect on the average daily amount of cash collateral
in which the US Borrowers have granted a first priority perfected Lien to the
Administrative Agent to secure US LC Exposure (excluding cash collateral posted
pursuant to Section
4.19(a)), and (ii) to each Issuing Bank for its own account a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily
amount of the US LC Exposure (excluding any portion thereof attributable to
unreimbursed US LC Disbursements) during the Extended Availability Period (or
until the date that such US Letter of Credit is irrevocably cancelled, whichever
is later), as well as each US Issuing Bank’s standard fees with respect to
issuance, amendment, renewal or extension of any US Letter of Credit or
processing of drawings thereunder.  Notwithstanding the foregoing, if
the Required Lenders elect to increase the interest rate on the Loans to the
Default Interest pursuant to Section 4.6(d), the
rate per annum used to calculate the letter of credit fee pursuant to clause (i)
above shall automatically be increased by an additional 2% per
annum.




(e)           The
Canadian Borrowers jointly and severally agree to pay (i) to the Canadian
Funding Agent, for the account of each Canadian Lender, a letter of credit fee
with respect to its participation in each Canadian Letter of Credit, which shall
accrue at a rate per annum equal to the Applicable Margin for Bankers’
Acceptances then in effect on the average daily amount of such Lender’s Canadian
LC Exposure attributable to such Canadian Letters of Credit during the period
from and including the date of issuance of such Canadian Letters of Credit to
but excluding the date on which such Canadian Letter of Credit expires or is
drawn in full (including without limitation any Canadian LC Exposure that
remains outstanding after the Commitment Termination Date), and (ii) to the
Canadian Issuing Bank for its own account a fronting fee, which shall accrue at
the rate of 0.125% per annum on the average daily amount of the Canadian LC
Exposure (excluding any portion thereof attributable to unreimbursed Canadian LC
Disbursements) during the Extended Availability Period (or until the date that
such Canadian Letter of Credit is irrevocably cancelled, whichever is later), as
well as the Canadian Issuing Bank’s standard fees with respect to issuance,
amendment, renewal or extension of any Canadian Letter of Credit or processing
of drawings thereunder.  Notwithstanding the foregoing, if the
Required Lenders elect to increase the interest rate on the Loans to the Default
Interest pursuant to Section 4.6(d), the
rate per annum used to calculate the letter of credit fee pursuant to clause (i)
above shall automatically be increased by an additional 2% per
annum.


57





(f)           The
US Borrowers jointly and severally agree to pay to the Administrative Agent, for
the ratable benefit of each US Lender, the upfront fee previously agreed upon by
the US Borrowers and the Administrative Agent, which shall be due and payable on
the Closing Date.




(g)           The
Canadian Borrowers jointly and severally agree to pay to the Canadian Funding
Agent, for the benefit of each Canadian Lender, the upfront fee previously
agreed upon by the Canadian Borrowers and the Canadian Funding Agent, which
shall be due and payable on the Closing Date.




(h)           Anything
herein to the contrary notwithstanding, during such period as an Extended US
Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to
commitment fees accruing with respect to its Extended US Revolving Commitment
during such period pursuant to Section 4.7(b) or
letter of credit fees accruing during such period pursuant to Section 4.7(d),(without prejudice to
the rights of the Extended US Lenders other than Defaulting Lenders in respect
of such fees), provided that (a) to
the extent that a portion of the US LC Exposure of such Defaulting Lender is
reallocated to the Non-Defaulting Lenders pursuant to Section 4.19, such
fees that would have accrued for the benefit of such Defaulting Lender will
instead accrue for the benefit of and be payable to such Non-Defaulting Lenders,
pro rata in accordance
with their respective Extended US Revolving Commitments and (b) to the extent
any portion of such US LC Exposure cannot be so reallocated, such fees will
instead accrue for the benefit of and be payable to the relevant US Issuing
Bank.  The pro rata payment provisions of Section 4.15 shall
automatically be deemed adjusted to reflect the provisions of this subsection
(h).




(i)           Accrued
fees under paragraphs (b) through (e) above shall be payable quarterly in
arrears on the last day of each March, June, September and December, commencing
on June 30, 2010, on the Non-Extended Commitment Termination Date with respect
to Non-Extended US Revolving Commitments and on the Extended Commitment
Termination Date with respect to the Extended Revolving Commitments (and if
later, the date the Loans and the LC Exposure shall be repaid in their
entirety); provided further, that any
such fees accruing after the Extended Commitment Termination Date shall be
payable on demand.


58





Section
4.8.         Computation
of Interest and Fees.Except as
otherwise provided herein, interest hereunder based on the Administrative
Agent’s prime lending rate or the Canadian Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year) and paid for the actual
number of days elapsed (including the first day but excluding the last
day).  All other interest and all fees shall be computed on the basis
of a year of 360 days and paid for the actual number of days elapsed (including
the first day but excluding the last day).  Each determination by any
Agent of an interest amount or fee hereunder shall be made in good faith and,
except for manifest error, shall be final, conclusive and binding for all
purposes.




Section
4.9.          Inability
to Determine Interest Rates.  If prior to the commencement of
any Interest Period for any Eurodollar Borrowing,




(a)           the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the relevant interbank market, adequate means do not exist for
ascertaining LIBOR for such Interest Period, or




(b)          the
Administrative Agent shall have received notice from the Required US Lenders
that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to
such US Lenders (or Lender, as the case may be) of making, funding or
maintaining their (or its, as the case may be)  Eurodollar Loans for
such Interest Period,




the
Administrative Agent shall give written notice (or telephonic notice, promptly
confirmed in writing) to the Borrower Representative and to the US Lenders as
soon as practicable thereafter.  Until the Administrative Agent shall
notify the Borrower Representative and the US Lenders that the circumstances
giving rise to such notice no longer exist, (i) the obligations of the US
Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding
Base Rate Loans as or into Eurodollar Loans shall be suspended and (ii) all such
affected Loans shall be converted into Base Rate Loans on the last day of the
then current Interest Period applicable thereto unless the US Borrowers prepay
such Loans in accordance with this Agreement.  Unless the Borrower
Representative notifies the Administrative Agent at least one (1) Business Day
before the date of any Eurodollar Revolving Borrowing for which a Notice of US
Revolving Borrowing has previously been given that the US Borrowers elects not
to borrow on such date, then such Revolving Borrowing shall be made as a Base
Rate Borrowing.





Section
4.10.       Illegality.If any Change in
Law shall make it unlawful or impossible for any US Lender to make, maintain or
fund any Eurodollar Loan and such Lender shall so notify the Administrative
Agent, the Administrative Agent shall promptly give notice thereof to the
Borrower Representative and the other US Lenders, whereupon until such US Lender
notifies the Administrative Agent and the Borrower Representative that the
circumstances giving rise to such suspension no longer exist, the obligation of
such US Lender to make Eurodollar Revolving Loans, or to continue or convert
outstanding US Revolving Loans as or into Eurodollar Loans, shall be
suspended.  In the case of the making of a Eurodollar Revolving
Borrowing, such US Lender’s Revolving Loan shall be made as a Base Rate Loan as
part of the same Revolving Borrowing for the same Interest Period and if the
affected Eurodollar Loan is then outstanding, such US Revolving Loan shall be
converted to a Base Rate Loan either (i) on the last day of the then current
Interest Period applicable to such Eurodollar Loan if such US Lender may
lawfully continue to maintain such Loan to such date or (ii) immediately if such
US Lender shall determine that it may not lawfully continue to maintain such
Eurodollar Loan to such date.  Notwithstanding the foregoing, the
affected US Lender shall, prior to giving such notice to the Administrative
Agent, designate a different Applicable Lending Office if such designation would
avoid the need for giving such notice and if such designation would not
otherwise be disadvantageous to such US Lender in the good faith exercise of its
discretion.


59





Section
4.11.         Increased
Costs.




(a)       
    If any Change in Law shall:




(i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
that is not otherwise included in the determination of the Adjusted LIBO Rate
hereunder against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or any Issuing Bank; or




(ii)           impose
on any Lender or on any Issuing Bank or the eurodollar interbank market any
other condition affecting this Agreement or any Eurodollar Loans made by such
Lender or any Letter of Credit or any participation therein;




and the
result of either of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurodollar Loan or to
increase the cost to such Lender or such Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or such Issuing Bank hereunder (whether of principal, interest or
any other amount), then from time to time, within five (5) Business Days after
receipt by the Borrower Representative of written notice and demand by such
Lender or Issuing Bank (with a copy of such notice and demand to the
Administrative Agent), the US Borrowers shall jointly and severally indemnify
any such US Lender or such US Issuing Bank, and the Canadian Borrowers shall
jointly and severally indemnify any such Canadian Issuing Bank, for such
additional amount or amounts sufficient to compensate such Lender or such
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.





(b)       
    If any Lender or any Issuing Bank shall have determined
that on or after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s or such Issuing Bank’s capital (or on the capital of such Lender’s or
such Issuing Bank’s Parent Company) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s
Parent Company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such Issuing Bank’s policies or the policies of
such Lender’s or such Issuing Bank’s Parent Company with respect to capital
adequacy) then, from time to time, within five (5) Business Days after receipt
by the Borrower Representative of written demand by such Lender (with a copy
thereof to the Administrative Agent), the US Borrowers shall jointly and
severally indemnify any such US Lender or such US Issuing Bank, and the Canadian
Borrowers shall jointly and severally indemnify any such Canadian Issuing Bank,
for such additional amounts as will compensate such Lender or such Issuing Bank
or such Lender’s or such Issuing Bank’s Parent Company for any such reduction
suffered.




(c)        
   A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or such Issuing Bank or
such Lender’s or such Issuing Bank’s Parent Company, as the case may be,
specified in paragraph (a) or (b) of this Section 4.11, and
containing a reasonably detailed calculation of such compensation, shall be
delivered to the Borrower Representative (with a copy to the Administrative
Agent) and shall be conclusive, absent manifest error.




(d)        
   Failure or delay on the part of any Lender or any Issuing Bank
to demand compensation pursuant to this Section 4.11 shall
not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand
such compensation.


60





Section
4.12.       Funding
Indemnity.  In the event of (a) the payment of any principal of
a Eurodollar Loan other than on the last day of the Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion or
continuation of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, or (c) the failure by any US Borrower to borrow,
prepay, convert or continue any Eurodollar Loan on the date specified in any
applicable notice (regardless of whether such notice is withdrawn or revoked),
then, in any such event, the US Borrowers shall jointly and severally compensate
each US Lender, within five (5) Business Days after written demand from such US
Lender, for any loss, cost or expense attributable to such event.  In
the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to
include an amount determined by such US Lender to be the excess, if any, of (A)
the amount of interest that would have accrued on the principal amount of such
Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate
applicable to such Eurodollar Loan for the period from the date of such event to
the last day of the then current Interest Period therefor (or in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Eurodollar Loan) over (B) the amount of interest that
would accrue on the principal amount of such Eurodollar Loan for the same period
if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid
or converted or the date on which the US Borrowers failed to borrow, convert or
continue such Eurodollar Loan.  A certificate as to any additional
amount payable under this Section 4.12
submitted to the Borrower Representative by any US Lender (with a copy to the
Administrative Agent), containing a reasonably detailed calculation of such
compensation, shall be conclusive, absent manifest error.




Section 4.13. 
      Taxes.




(a)           Any
and all payments by or on account of any obligation of the Borrowers hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided, that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 4.13), any
Agent, any Lender or any Issuing Bank (as the case may be) shall receive an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.




(b)           In
addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




(c)           The
US Borrowers shall jointly and severally indemnify the Administrative Agent,
each US Lender and each US Issuing Bank, and the Canadian Borrowers shall
jointly and severally indemnify the Canadian Funding Agent, the Canadian Issuing
Bank and the Canadian Lenders, in each case within five (5) Business Days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by such Agent, such Lender or such Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of such
Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 4.13) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability, together with a
reasonably detailed calculation thereof, delivered to the Borrower
Representative by a Lender or an Issuing Bank, or by the applicable Agent on its
own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.


61





(d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by any
Borrower to a Governmental Authority, the Borrowers shall deliver to the
applicable Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to such
Agent.




(e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the Code or any treaty to which the United States is a party, with
respect to payments under this Agreement shall deliver to the Borrower
Representative (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrowers as will
permit such payments to be made without withholding or at a reduced
rate.  Without limiting the generality of the foregoing, each Foreign
Lender agrees that it will deliver to the Administrative Agent and the Borrower
Representative (or in the case of a Participant, to the Lender from which the
related participation shall have been purchased), as appropriate, two (2) duly
completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor
form thereto, certifying that the payments received from the Borrowers hereunder
are effectively connected with such Foreign Lender’s conduct of a trade or
business in the United States; or (ii) Internal Revenue Service Form W-8 BEN, or
any successor form thereto, certifying that such Foreign Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest; or (iii) Internal
Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal
Revenue Service, together with a certificate (A) establishing that the payment
to the Foreign Lender qualifies as “portfolio interest” exempt from US
withholding tax under Code section 871(h) or 881(c), and (B) stating that (1)
the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A),
or the
obligation of the Borrowers hereunder is not, with respect to such Foreign
Lender, a loan agreement entered into in the ordinary course of its trade or
business, within the meaning of that section; (2) the Foreign Lender is not a
10% shareholder of the Borrowers within the meaning of Code section 871(h)(3) or
881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation
that is related to the Borrowers within the meaning of Code section
881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be
applicable to the Foreign Lender, including Forms W-8 IMY or W-8
EXP.  Each such Foreign Lender shall deliver to the Borrower
Representative and the Administrative Agent such forms on or before the date
that it becomes a party to this Agreement (or in the case of a Participant, on
or before the date such Participant purchases the related
participation).  In addition, each such Foreign Lender shall deliver
such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Foreign Lender.  Each such Foreign Lender shall
promptly notify the Borrower Representative and the Administrative Agent at any
time that it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower Representative (or any other
form of certification adopted by the Internal Revenue Service for such
purpose).




Section
4.14.   Residency of Canadian
Lenders and Canadian Funding Agent




(a)           Each
Canadian Lender represents and warrants to the Canadian Borrowers, the
Administrative Agent, and the Canadian Funding Agent that it is (i) resident in
Canada for purposes of the ITA or (ii) deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
it under this Agreement.  Each Canadian Lender further represents and
warrants to the Canadian Borrowers and the Agents that in respect of any amounts
paid or credited to it under this Agreement, such Canadian Lender will be
entitled to receive such amount free and clear of, and without any obligation on
the part of the Canadian Borrowers to make any withholding or deduction for or
on account of any taxes imposed by Canada or any subdivision or taxing authority
thereof.  Each Canadian Lender covenants and agrees to promptly advise
the Canadian Borrowers and the Agents if either representation becomes incorrect
in any material respect, to cooperate with the Canadian Borrowers and the Agents
and to provide information necessary to determine the amount of any deduction or
withholding of taxes in respect of payments made to such Canadian Lender as
contemplated in Section
4.13.  A Canadian Lender shall no longer be entitled to receive
any payment under Section 4.13 if (i)
no Event of Default has occurred and is continuing and (ii) such Canadian Lender
ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be
resident in Canada for purposes of Part XIII of the ITA in respect of any
amounts paid or credited to it under this Agreement.  Notwithstanding
the foregoing, the provisions of this Section 4.14(a) shall cease to apply from
the time that the Department of Finance (Canada) has publicly proposed
legislation to amend the ITA applicable to interests payments on the Canadian
Obligations which has the effect of eliminating Canadian withholding tax thereon
under Part XIII of the ITA if paid to a non-resident of Canada.


62




(b)           The
Canadian Funding Agent represents and warrants to the Canadian Borrowers and the
Administrative Agent that it is (i) resident in Canada for purposes of the ITA
or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in
respect of any amounts paid or credited to it under this
Agreement.  The Canadian Funding Agent further represents and warrants
to the Canadian Borrowers and the Administrative Agent that in respect of any
amounts paid or credited to it under this Agreement, the Canadian Funding Agent
will be entitled to receive such amount free and clear of, and without any
obligation on the part of the Canadian Borrowers to make any withholding or
deduction for or on account of any taxes imposed by Canada or any subdivision or
taxing authority thereof.  The Canadian Funding Agent covenants and
agrees to promptly advise the Canadian Borrowers and the Administrative Agent if
either representation becomes incorrect in any material respect, and to
cooperate with the Canadian Borrowers and to provide information necessary to
determine the amount of any deduction or withholding of taxes in respect of
payments made to such Canadian Lender as contemplated in Section
4.13.  The Canadian Funding Agent shall no longer be entitled
to receive any payment under Section 4.13 if it
ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be
resident in Canada for purposes of Part XIII of the ITA in respect of any
amounts paid or credited to it under this Agreement.  Notwithstanding
the foregoing, the provisions of this Section 4.14(b) shall cease to apply from
the time that the Department of Finance (Canada) has publicly proposed
legislation to amend the ITA applicable to interests payments on the Canadian
Obligations which has the effect of eliminating Canadian withholding tax thereon
under Part XIII of the ITA if paid to a non-resident of Canada.




Section
4.15.       Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.




(a)           The
Borrowers shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Sections
4.11, 4.12 or 4.13, or otherwise)
prior to 12:00 noon (New Yorktime) on the date when
due, in immediately available funds, free and clear of any defenses, rights of
set-off, counterclaim, or withholding or deduction of taxes.  Any
amounts received after such time on any date may, in the discretion of the
applicable Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the applicable Agent at its Payment Office, except
payments to be made directly to any Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 4.11, 4.12 and 4.13 and 13.3 shall be made
directly to the Persons entitled thereto.  Each Agent shall distribute
any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be made payable for the
period of such extension.  All payments with respect to the principal,
interest and fees related to the US Revolving Commitments shall be made in US
Dollars.  All payments with respect to the principal, interest and
fees related to the Canadian Revolving Commitments shall be made in Canadian
Dollars.


63





(b)           If
any US Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its US Revolving Loans or participations in US LC Disbursements or Swingline
Loans that would result in such US Lender receiving payment of a greater
proportion of the aggregate amount of its  Revolving Credit Exposure
and accrued interest and fees thereon than the proportion received by
any other Lender with respect to its Revolving Credit Exposure, then
the US Lender receiving such greater proportion shall: (x) purchase (for cash at
face value) participations in the Revolving  Credit Exposure of
such other US Lenders and (y) make a payment on behalf
of the Canadian Borrowers to the Canadian Funding Agent  for
the benefit of the Canadian Lenders, in each case to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Credit Exposure; provided, that (i)
if any such participations are purchased  or payments are
made and all or any portion of the payment giving rise thereto is
recovered, such participations  and payments to Canadian
Lenders shall be rescinded and the purchase price  and
payments restored to the extent of such recovery, without interest, (ii)
the provisions of this paragraph shall not be construed to apply to any payment
made by the US Borrowers pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a US Lender as consideration for the
assignment of or sale of a participation in any of its US  Revolving
Credit Exposure  to any assignee or participant, other than to any Loan
Party or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply) and (iii) notwithstanding the foregoing, the US Revolving
Credit Exposure of the US Lender who exercised such right of set-off or
counterclaim shall not be reduced by the amount so allocated to
the  payment of the Canadian Revolving Credit
Exposure.    The Borrowers  acknowledge
and consent to the foregoing.  The US Borrowers agree, to the
extent  they may effectively do so under applicable law, that any
US Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the  US  Borrowers rights of set-off and
counterclaim with respect to such participation as fully as if such US Lender
were a direct creditor of the US Borrowers in the amount of such
participation.




(c)           If
any Canadian Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Canadian Revolving Loans or participations in Canadian LC Disbursements that
would result in such Canadian Lender receiving payment of a greater proportion
of the aggregate amount of its Canadian Revolving Loans and participations in
Canadian LC Disbursements and accrued interest thereon than the proportion
received by any other Canadian Lender, then the Canadian Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Canadian Revolving Loans and participations in Canadian LC Disbursements of such
other Canadian Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Canadian Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Canadian Revolving Loans and participations in Canadian LC Disbursements; provided, that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Canadian Borrowers pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Canadian Lender as
consideration for the assignment of or sale of a participation in any of its
Canadian Loans or participations in Canadian LC Disbursements to any assignee or
participant, other than to any Loan Party or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  Each of
the Canadian Borrowers consent to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Canadian Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Canadian Borrowers rights of set-off and counterclaim with respect to such
participation as fully as if such Canadian Lender were a direct creditor of the
Borrowers in the amount of such participation.


64




(d)           Unless
the Agents shall have received notice from the Borrower Representative prior to
the date on which any payment is due to either Agent for the account of the
Lenders or the Issuing Banks hereunder that the Borrowers will not make such
payment, the Agents may assume that the Borrowers have made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Banks, as the case may be, the amount
or amounts due.  In such event, if the Borrowers have not in fact made
such payment, then each of the Lenders or the Issuing Banks, as the case may be,
severally agrees to repay to the applicable Agent forthwith on demand the amount
so distributed to such Lender or such Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the applicable Agent, at the greater of the
Federal Funds Rate and a rate determined by the applicable Agent in accordance
with banking industry rules on interbank compensation.




(e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.4(c),
2.4(d), 2.5(d), 2.5(e), 2.6(a), 3.5(d), 3.5(e), 4.15(c) or 13.3(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.




(f)           Notwithstanding
anything herein to the contrary, any amount paid by the Borrowers for the
account of a Defaulting Lender with an Extended US Revolving Commitment under
this Agreement (whether on account of principal, interest, fees, reimbursement
of LC Disbursements, indemnity payments or other amounts) will be retained by
the Administrative Agent in a segregated non-interest bearing account until the
Extended Commitment Termination Date applicable to such Defaulting Lender at
which time the funds in such account will be applied by the Administrative
Agent, to the fullest extent permitted by law, in the following order of
priority:  first to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent under
this Agreement, second to the payment
of any amounts owing by such Defaulting Lender to any US Issuing Bank and the
Swingline Lender under this Agreement, third to the payment
of interest due and payable to the Extended US Lenders hereunder that are not
Defaulting Lenders, ratably among them in accordance with the amounts of such
interest then due and payable to them, fourth to the payment
of fees then due and payable to the Extended US Lenders hereunder that are not
Defaulting Lenders, ratably among them in accordance with the amounts of such
fees then due and payable to them, fifth to pay
principal and unreimbursed US LC Disbursements then due and payable to the
Extended US Lenders hereunder that are not Defaulting Lenders, ratably in
accordance with the amounts thereof then due and payable to them, sixth to the ratable
payment of other amounts then due and payable to the Extended US Lenders
hereunder that are not Defaulting Lenders, seventh to reimburse
the Borrowers for any expenses related to the Cash Collateralization of the
unreallocation portion (as such term is defined below) of the US LC Exposure and
Swingline Exposure of such Defaulting Lender pursuant to Section 4.19(a)(2),
and eighth to
pay amounts owing under this Agreement to such Defaulting Lender or as a court
of competent jurisdiction may otherwise direct.




Section
4.16.       Waterfall




(a)           Subject
to the provisions of this Agreement, all payments made by or on behalf of a US
Borrower before the exercise of any rights arising under Article X, or
otherwise, shall be applied by the Administrative Agent in each instance in the
following order:




(i)           first,
in payment of any amounts due and payable as and by way of recoverable expenses
hereunder;




(ii)          second,
in payment of any interest, default interest or fees then due and payable on or
in respect of the US Loans;


65





(iii)         third,
in repayment of any principal amounts of the US Loans; and




(iv)         fourth,
in payment of any other US Obligations then due and payable by the Borrowers
hereunder or in connection herewith.




(b)          
  Subject to the provisions of this Agreement, all payments made by or
on behalf of a Canadian Borrower before the exercise of any rights arising under
Article X, or
otherwise, shall be applied by the Canadian Funding Agent in each instance in
the following order:




(i)           first,
in payment of any amounts due and payable as and by way of recoverable expenses
hereunder;




(ii)          second,
in payment of any interest, default interest or fees then due and payable on or
in respect of the Canadian Loans;




(iii)         third,
in repayment of any principal amounts of the Canadian Loans; and




(iv)         fourth,
in payment of any other Canadian Obligations then due and payable by the
Borrowers hereunder or in connection herewith.




(c)        
    All payments made by or on behalf of the US Borrowers
after the exercise of any rights arising under Article X shall be
applied by the Administrative Agent in each instance in the following
order:




(i)           first,
in payment of the reasonable costs and expenses of any realization against a US
Borrower or of its property and assets, including the reasonable out-of-pocket
expenses of the Agents, the Issuing Banks and Lenders and the reasonable fees
and out-of-pocket expenses of counsel, consultants and other advisers employed
in connection therewith and in payment of all costs and expenses incurred by the
Agents, the Issuing Banks and Lenders in connection with the administration and
enforcement of this Agreement or the other Documents, to the extent that those
funds, costs and expenses shall not have been reimbursed to the Agents, the
Issuing Banks and Lenders;




(ii)          second,
in payment of any interest, default interest or fees then due and payable on or
in respect of the Loans;




(iii)         third,
in repayment of any principal amounts of the Loans and any outstanding Hedging
Obligations that constitute Obligations;




(iv)         fourth,
to the payment of any other Obligations outstanding under this Agreement and
under any other agreements applicable to outstanding Loans by a Borrower;
and




(v)          fifth,
the return of the balance, if any, to a US Borrower or such other person or
persons who may be entitled at law or, in each case, their respective successors
or assigns, or as a court of competent jurisdiction may otherwise
direct.




(d)         
   All payments made by or on behalf of the Canadian Borrowers
after the exercise of any rights arising under Article X shall be
applied by the Canadian Funding Agent in each instance in the following
order:


66





(i)           first,
in payment of the reasonable costs and expenses of any realization against a
Canadian Borrower or of its property and assets, including the reasonable
out-of-pocket expenses of the Canadian Funding Agent, the Canadian Issuing and
Canadian Lenders and the reasonable fees and out-of-pocket expenses of counsel,
consultants and other advisers employed in connection therewith and in payment
of all costs and expenses incurred by the Canadian Funding Agent, the Canadian
Issuing Bank and the Canadian Lenders in connection with the administration and
enforcement of this Agreement or the other Documents, to the extent that those
funds, costs and expenses shall not have been reimbursed to the Canadian Funding
Agent, the Canadian Issuing Bank and the Canadian Lenders;




(ii)          second,
in payment of any interest, default interest or fees then due and payable on or
in respect of the Canadian Loans;




(iii)         third,
in repayment of any principal amounts of the Canadian Loans;




(iv)         fourth,
to the payment of any other Canadian Obligations outstanding under this
Agreement and under any other agreements applicable to outstanding Canadian
Loans by a Canadian Borrower; and




(v)          fifth,
the return of the balance, if any, to a Canadian Borrower or such other person
or persons who may be entitled at law or, in each case, their respective
successors or assigns, or as a court of competent jurisdiction may otherwise
direct.




Section
4.17.         Increase
of Commitments; Additional Lenders.




(a)      
     At any time before the Extended Commitment
Termination Date, so long as no Event of Default has occurred and is continuing,
the Borrower Representative may, upon at least 30 days’ written notice to the
Administrative Agent, propose to increase the Extended Revolving Commitments
(including without limitation by converting any Non-Extended US Revolving
Commitment to an Extended US Revolving Commitment) by an amount not to exceed
the lesser of (x) $130,000,000 and (y) the aggregate amount of reductions in the
Non-Extended US Revolving Commitments made since the Restatement Date (the
amount of any such increase, the “Additional Commitment
Amount”), of which up to $50,000,000 may be applied to increase the
Canadian Revolving Commitments.  No Lender (or any successor thereto)
shall have any obligation to increase its Extended Revolving Commitments or its
other obligations under this Agreement and the other Loan Documents, or to
convert its Non-Extended US Revolving Commitment to an Extended US Revolving
Commitment, and any decision by a Lender to increase its Extended Revolving
Commitments or convert its Non-Extended US Revolving Commitment shall be made in
its sole discretion independently from any other Lender.




(b)        
   The Borrower Representative may designate the banks and other
financial institutions (which may be, but need not be, one or more of the
existing Lenders) to provide the incremental Extended Revolving Commitments;
provided, however, that any new
bank or financial institution that is not already a Lender (each, an “Additional Lender”)
must be acceptable to the Administrative Agent and, with respect to an increase
in the Canadian Revolving Commitments, the Canadian Funding Agent, which
acceptances will not be unreasonably withheld or delayed.  The sum of
the increases in the Extended Revolving Commitments of the existing Lenders
pursuant to this subsection (b) plus the Extended Revolving Commitments of the
Additional Lenders shall not in the aggregate exceed the unsubscribed amount of
the Additional Commitment Amount.


67





(c)           An
increase in the aggregate amount of the Extended Revolving Commitments pursuant
to this Section
4.17 shall become effective upon the receipt by the Administrative Agent
of a supplement or joinder in form and substance satisfactory to the
Administrative Agent executed by the Borrowers, by each Additional Lender, by
each other Lender whose Extended Revolving Commitment is to be increased and by
each Lender converting a Non-Extended US Revolving Commitment to an Extended US
Revolving Commitment, setting forth the new Extended Revolving Commitments of
such Lenders and setting forth the agreement of each Additional Lender to become
a party to this Agreement and to be bound by all the terms and provisions
hereof, and such evidence of appropriate corporate authorization on the part of
the Borrowers with respect to the increase in the Extended Revolving Commitments
and such opinions of counsel for the Loan Parties with respect to the increase
in the Commitments as the Administrative Agent may reasonably
request.  The Additional Commitment Amount, shall, on the date of the
effectiveness of the applicable increase, be added to the then existing Extended
Revolving Commitments, and all extensions of credit pursuant thereto shall have
the same terms as those that apply to the extensions of credit pursuant to the
existing Extended Revolving Commitments.




(d)           Upon
the acceptance of any such supplement or joinder by the Administrative Agent,
the Aggregate Extended Revolving Commitment Amount shall automatically be
increased by the amount of the Extended Revolving Commitments added through such
supplement or joinder, and Schedule II shall
automatically be deemed amended to reflect the Commitments of all Lenders after
giving effect to the addition of such Extended Revolving Commitments (and upon
request of any party, the Administrative Agent will promptly circulate the
updated Schedule
II to all parties hereto).




(e)           Upon
any increase in the aggregate amount of the Extended US Revolving Commitments
pursuant to this Section 4.17 that is
not pro rata among all Extended US Lenders, (x) within five (5) Business Days,
in the case of any Extended Base Rate Loans then outstanding, and at the end of
the then current Interest Period with respect thereto, in the case of any
Extended Eurodollar Loans then outstanding, the US Borrowers shall prepay such
Extended Loans in their entirety and, to the extent the US Borrowers elect to do
so and subject to the conditions specified in Article V, the US
Borrowers shall reborrow Extended Loans from the Extended US Lenders in
proportion to their respective Extended US Revolving Commitments after giving
effect to such increase, until such time as all outstanding Extended US Loans
are held by the Extended US Lenders in proportion to their respective Extended
US Revolving Commitments after giving effect to such increase and (y) effective
upon such increase, the amount of the participations held by each Extended US
Lender in each US Letter of Credit then outstanding shall be adjusted
automatically such that, after giving effect to such adjustments, the Extended
US Lenders shall hold participations in each such US Letter of Credit in
proportion to their respective Extended US Revolving Commitments.




(f)           Upon
any increase in the aggregate amount of the Canadian Revolving Commitments
pursuant to this Section 4.17 that is
not pro rata among all Canadian Lenders, (x) within five (5) Business Days, in
the case of any Canadian Prime Rate Loans then outstanding, the Canadian
Borrowers shall prepay such Loans in their entirety and, to the extent the
Canadian Borrowers elect to do so and subject to the conditions specified in
Article V, the
Canadian Borrowers shall reborrow Loans from the Canadian Lenders in proportion
to their respective Canadian Revolving Commitments after giving effect to such
increase, until such time as all outstanding Canadian Prime Rate Loans are held
by the Canadian Lenders in proportion to their respective Canadian Revolving
Commitments after giving effect to such increase and (y) effective upon such
increase, the amount of the participations held by each Canadian Lender in each
Canadian Letter of Credit then outstanding shall be adjusted automatically such
that, after giving effect to such adjustments, the Canadian Lenders shall hold
participations in each such Canadian Letter of Credit in proportion to their
respective Canadian Revolving Commitments.


68





(g)           On
the DnB NOR Commitment Termination Date, without any further action by any party
hereto and without the payment of any fees or other incremental yield to the DnB
NOR Lenders, (i) the DNB NOR Commitments shall automatically be converted to
additional Extended US Revolving Commitments in an aggregate amount equal to the
outstanding DnB NOR Loans outstanding on the DnB NOR Commitment Termination
Date, (ii) the Aggregate Extended Revolving Commitment Amount shall
automatically be increased by the amount of the Extended Revolving Commitments
added upon such conversion and (iii) Schedule II shall
automatically be deemed amended to reflect the Commitments of all Lenders after
giving effect to the conversion of the DnB NOR Commitments to Extended US
Revolving Commitments.  On the DnB NOR Commitment Termination Date,
(x) the US Borrowers shall prepay such DnB NOR Loans in their entirety with an
Extended US Revolving Borrowing in an amount equal to the then outstanding DnB
NOR Loans, such Extended US Revolving Borrowing to be funded by the Extended US
Lenders in proportion to their respective Extended US Revolving Commitments
after giving effect to the conversion of the DnB NOR Commitments to Extended US
Revolving Commitments, and (y) the amount of the participations held by each
Extended US Lender in each US Letter of Credit then outstanding shall be
adjusted automatically such that, after giving effect to such adjustments, the
Extended US Lenders shall hold participations in each such US Letter of Credit
in proportion to their respective Extended US Revolving Commitments; provided, however, that to the
extent that the conditions set forth in Section 5.2 are not
satisfied on the DnB NOR Commitment Termination Date, the DnB NOR Loans shall be
deemed to be Extended Revolving Loans outstanding solely under the incremental
Extended US Revolving Commitments arising pursuant to this clause (g), and no
such adjustment to the participations in the US Letters of Credit shall be made,
unless and until such conditions are satisfied.  The foregoing
increase in the Extended US Revolving Commitments from the conversion of the DnB
NOR Commitments shall not limit in any manner the ability of the Borrowers to
increase the Extended US Revolving Commitments pursuant to clause (a)
above.




Section
4.18.       Mitigation
of Obligations.If any Lender requests
compensation under Section 4.11, or if
any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 4.13, then
such Lender shall use reasonable efforts to designate a different Applicable
Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the sole judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable under Section 4.11 or Section 4.13, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrowers jointly and severally agree to pay all costs
and expenses incurred by any Lender in connection with such designation or
assignment.




Section
4.19.        Reallocation and Cash
Collateralization of Defaulting Lender Commitment.





(a)          If
an Extended US Lender becomes, and during the period it remains, a Defaulting
Lender or Potential Defaulting Lender, the following provisions shall apply,
notwithstanding anything to the contrary in this Agreement:




(1)           the
US LC Exposure and Swingline Exposure of such Defaulting Lender will, subject to
the limitation in the proviso below, automatically be reallocated (effective on
the day such Extended US Lender becomes a Defaulting Lender) among the
Non-Defaulting Lenders pro rata in accordance
with their respective Extended US Revolving Commitments (calculated as if the
Defaulting Lender’s Extended US Revolving Commitment was reduced to zero and
each Non-Defaulting Lender’s Extended US Revolving Commitment had been increased
proportionately);  provided that (a) the
sum of each Non-Defaulting Lender’s total Extended US Revolving Credit Exposure
may not in any event exceed the Extended US Revolving Commitment of such
Non-Defaulting Lender as in effect at the time of such reallocation, (b) no
Default or Event of Default has occurred and is continuing and (c) neither such
reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will
constitute a waiver or release of any claim the US Borrowers, the Administrative
Agent, any US Issuing Bank, the Swingline Lender or any other Lender may have
against such Defaulting Lender or cause such Defaulting Lender to be a
Non-Defaulting Lender; and


69




(2)           to
the extent that any portion (the “unreallocated
portion”) of the US LC Exposure and Swingline Exposure of any Defaulting
Lender cannot be reallocated pursuant to clause (1) for any reason, or with
respect to the US LC Exposure and Swingline Exposure of any Potential Defaulting
Lender, the US Borrowers will, not later than two (2) Business Days after demand
by the Administrative Agent (at the direction of the applicable US Issuing Bank
and/or the Swingline Lender), (a) Cash Collateralize the obligations of the US
Borrowers to such Issuing Bank or Swingline Lender in respect of such US LC Exposure or Swingline
Exposure, as the case may be, in an amount at least equal to the aggregate
amount of the unreallocated portion of the US LC Exposure and Swingline Exposure
of such Defaulting Lender or the US LC Exposure and Swingline Exposure of such
Potential Defaulting Lender, or (b) in the case of such Swingline Exposure,
prepay and/or Cash Collateralize in full the unreallocated portion thereof, or
(c) make other arrangements satisfactory to the Administrative Agent, the US
Issuing Banks and the Swingline Lender in their sole discretion to protect them
against the risk of non-payment by such Defaulting Lender or Potential
Defaulting Lender.





(b)          If
the US Borrowers, the Administrative Agent, the US Issuing Banks and the
Swingline Lender agree in writing in their discretion that any Defaulting Lender
has ceased to be a Defaulting Lender or Potential Defaulting Lender has ceased
to be a Potential Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein, the US LC Exposure and the
Swingline Exposure of the other Extended US Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitment, and such Extended US Lender
will purchase at par such portion of outstanding Extended US Revolving Loans of
the other Extended US Lenders and/or make such other adjustments as the
Administrative Agent may determine to be necessary to cause the Extended US
Revolving Credit Exposure of the Extended US Lenders to be on a pro rata basis
in accordance with their respective Extended US Revolving Commitments, whereupon
such Extended US Lender will cease to be a Defaulting Lender or Potential
Defaulting Lender, as the case may be, and will be a Non-Defaulting Lender (and
such Extended US Revolving Credit Exposure of each Extended US Lender will
automatically be adjusted on a prospective basis to reflect the
foregoing).  If any cash collateral has been posted with respect to
the US LC Exposure or Swingline Exposure of such Defaulting Lender or Potential
Defaulting Lender, the Administrative Agent will promptly return such cash
collateral to the US Borrowers; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of
the USBorrowers
while such Extended US Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from such
Extended US Lender’s having been a Defaulting Lender.


70





ARTICLE
V




CONDITIONS
PRECEDENT TO LOANS AND LETTERS OF CREDIT





Section
5.1.          Conditions
To Effectiveness. The amendment and restatement of the Existing Credit
Agreement as provided herein, the extension of the termination date of the
Extended Revolving Commitments and the other amendments contained in this
Agreement shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section
13.2).




(a)        
   The Administrative Agent shall have received payment of all
fees and other amounts due and payable on or prior to the Restatement Date,
including reimbursement or payment of other fees and all out-of-pocket expenses
of the Administrative Agent and the Joint Lead Arrangers (including reasonable
fees, charges and disbursements of counsel to the Administrative Agent and one
counsel to the Canadian Funding Agent) required to be reimbursed or paid by the
Borrowers hereunder, under any other Loan Document and under any agreement with
the Administrative Agent or the Joint Lead Arrangers.




(b)         
  (x) No Default or Event of Default shall exist, (y) all
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct and (z) since December 31, 2009, there shall have
been no change which has had or could reasonably be expected to have a Material
Adverse Effect.




(c)       
    The Administrative Agent (or its counsel) shall have
received the following, each in form and substance satisfactory to the
Administrative Agent:




(i)           a
counterpart of this Agreement (or an amendment to the Existing Credit Agreement
that amends and restates the Existing Credit Agreement as set forth herein)
signed by or on behalf of the Borrowers, the Administrative Agent, Lenders that
constitute Required Lenders and Lenders providing Extended Revolving Commitments
hereunder in an aggregate committed principal amount of at least $312,500,000,
or written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic mail transmission of a signed signature page of this
Agreement or such amendment, as the case may be) that such party has signed a
counterpart of this Agreement or such amendment, as the case may
be;




(ii)          a
reaffirmation of the Guaranty Agreement, the Pledge Agreement and the perfection
of the liens evidenced by the Pledge Agreement, duly executed by all Loan
Parties and in form and substance reasonably satisfactory to the Administrative
Agent;




(iii)         a
certificate of the Secretary or Assistant Secretary of each Loan Party,
attaching and certifying copies of its bylaws and of the resolutions of its
board of directors, or partnership agreement or limited liability company
agreement, or comparable organizational documents and authorizations,
authorizing the execution, delivery and performance of the Loan Documents to
which it is a party and certifying the name, title and true signature of each
officer of such Loan Party executing the Loan Documents to which it is a
party;




(iv)      
  certified copies of the articles or certificate of incorporation,
certificate of organization or limited partnership, or other registered
organizational documents of each Loan Party (or copies thereof certified by the
Secretary of each such Loan Party to the extent delivery of certified copies
from the applicable Secretaries of State can be delivered after the Closing Date
pursuant to Section
7.11), together with a certificate of good standing or existence, as may
be available from the Secretary of State (or equivalent) of the jurisdiction of
organization of such Loan Party;


71





(v)          favorable
written opinions of Coleman, Johnson, Artigues & Jurisich, L.L.C. and Phelps
Dunbar, LLP, U.S. counsel to the Loan Parties, and a favorable written opinion
of Heenan Blaikie Aubut, Canadian counsel to the Loan Parties, in each case
addressed to the Administrative Agent, Issuing Banks and each of the Lenders,
and covering such matters relating to the Loan Parties, the Loan Documents and
the transactions contemplated therein as the Administrative Agent or the
Required Lenders shall reasonably request;




(vi)         an
officer’s certificate, dated the Restatement Date and signed by a Responsible
Officer of the Loan Parties, certifying that the conditions set forth in Section 5.1(b) have
been satisfied;




(vii)        certified
copies of all consents, approvals, authorizations, registrations and filings and
orders required or advisable to be made or obtained under any Requirement of
Law, or by any Contractual Obligation of each Loan Party, in connection with the
execution, delivery, performance, validity and enforceability of the Loan
Documents or any of the transactions contemplated thereby, and such consents,
approvals, authorizations, registrations, filings and orders shall be in full
force and effect and all applicable waiting periods shall have expired or been
terminated, and no investigation or inquiry by any Governmental Authority
regarding the Commitments or any transaction being financed with the proceeds
thereof shall be ongoing, or certification that no such consents, approvals,
authorizations, registrations and filings and orders are required;




(viii)       copies
of (A) the internally prepared quarterly financial statements of the Loan
Parties and their Subsidiaries on a combined basis for the Fiscal Quarter ending
on March 31, 2010, (B) the audited combined financial statements for the Loan
Parties and their Subsidiaries for the Fiscal Year ending December 31, 2009 and
(C) and financial projections in reasonable detail prepared on an annual basis
for the Fiscal Years 2010 through 2014; and




(ix)         copies
of duly executed payoff letters, in form and substance reasonably satisfactory
to Administrative Agent, for the Refinanced Indebtedness, together with any
releases, terminations or other documents reasonably required by the
Administrative Agent to evidence the payoff of the Refinanced
Indebtedness.




Without
limiting the generality of the provisions of this Section 5.1, for
purposes of determining compliance with the conditions specified in this Section 5.1, each
Lender that executes this Agreement (or the amendment to the Existing Credit
Agreement that amends and restates the Existing Credit Agreement as set forth
herein, as the case may be) shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a
Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Restatement Date specifying its objection
thereto.





Section
5.2.               Each
Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing and of
the Issuing Banks to issue, amend, renew or extend any Letter of Credit is
subject to the satisfaction of the following conditions:




(a)           at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default or Event of Default shall exist;


72




(b)          at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, all representations and warranties of each Loan Party set forth in
the Loan Documents shall be true and correct in all material respects on and as
of the date of such Borrowing or the date of issuance, amendment, extension or
renewal of such Letter of Credit, in each case before and after giving effect
thereto, other than representations or warranties which relate to an earlier
date, in which case such representations and warranties shall have been true and
correct on such earlier date;




(c)           the
applicable Borrower shall have delivered the required Notice of US Revolving
Borrowing or Notice of Canadian Prime Rate Borrowing; and




(d)           the
Administrative Agent shall have received such other documents, certificates,
information or legal opinions as the Administrative Agent or the Required
Lenders may reasonably request, all in form and substance reasonably
satisfactory to the Administrative Agent or the Required Lenders.




Each
Borrowing and each issuance, amendment, extension or renewal of any Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrowers on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section
5.2.




In
addition to the other conditions precedent herein set forth, if any Extended US
Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of
and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, set
forth in this Section
5.2, no US Issuing Bank will be required to issue, amend or increase any
US Letter of Credit and the Swingline Lender will not be required to make any
Swingline Loans, unless they are satisfied that 100% of the related US LC
Exposure and Swingline Exposure is fully covered or eliminated by any
combination satisfactory to the relevant US Issuing Bank or the Swingline
Lender, as the case may be, of the following:





(i) in
the case of a Defaulting Lender, the US LC Exposure and Swingline Exposure of
such Defaulting Lender is reallocated, as to outstanding and future US Letters
of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in
Section
4.19(a)(1) above; and





(ii) in
the case of a Defaulting Lender or a Potential Defaulting Lender, without
limiting the provisions of Section 4.19(a)(2),
the US Borrowers Cash Collateralize their reimbursement obligations in respect
of such US Letter of Credit or Swingline Loan in an amount at least equal to the
aggregate amount of the unreallocated obligations (contingent or otherwise) of
such Defaulting Lender or Potential Defaulting Lender in respect of such Letter
of Credit or Swingline Loan, or the US Borrowers make other arrangements
satisfactory to the Administrative Agent, the USIssuing Banks and the
Swingline Lender, as the case may be, in their sole discretion to protect them
against the risk of non-payment by such Defaulting Lender or Potential
Defaulting Lender;





provided, however that (a) the
sum of each Non-Defaulting Lender’s Extended Revolving Credit Exposure may not
in any event exceed its Extended Revolving Commitment, and (b) neither any such
reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any
such Cash Collateralization or reduction will constitute a waiver or release of
any claim the USBorrowers, the
Administrative Agent, any US Issuing Bank, the Swingline Lender or any other
Extended US Lender may have against such Defaulting Lender or Potential
Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting
Lender to be a Non-Defaulting Lender.


73




Section
5.3.Delivery
of Documents.  All of the Loan Documents, certificates, legal
opinions and other documents and papers referred to in this Article V, unless
otherwise specified, shall be delivered to the Administrative Agent for the
account of each of the Lenders and in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance satisfactory in all respects
to the Administrative Agent.




ARTICLE
VI




REPRESENTATIONS AND
WARRANTIES




The
Borrowers represent and warrant to the Agents and each Lender as
follows:




Section
6.1.Existence;
Power.  Each of the Loan Parties and their Subsidiaries (i) is
duly organized, validly existing and in good standing as a corporation,
partnership or limited liability company under the laws of the jurisdiction of
its organization, (ii) has all requisite power and authority to carry on its
business as now conducted, and (iii) is duly qualified to do business, and
is in good standing, in each jurisdiction where such qualification is required,
except where a failure to be so qualified could not reasonably be expected to
result in a Material Adverse Effect.




Section
6.2.Organizational
Power; Authorization.  The execution, delivery and performance
by each Loan Party of the Loan Documents to which it is a party are within such
Loan Party’s organizational powers and have been duly authorized by all
necessary organizational and, if required, shareholder, partner or member,
action. This Agreement has been duly executed and delivered by the Borrowers,
andconstitutes,
and each other Loan Document to which any Loan Party is a party, when executed
and delivered by such Loan Party, will constitute, valid and binding obligations
of the Borrowers or such Loan Party (as the case may be), enforceable against it
in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity.




Section
6.3.Governmental
Approvals; No Conflicts.  The execution, delivery and
performance by the Borrowers of this Agreement, and by each Loan Party of the
other Loan Documents to which it is a party (a) do not require any consent or
approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect, or where the failure to do so, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, (b) will not
violate any Requirements of Law applicable to any Loan Parties or any judgment,
order or ruling of any Governmental Authority, (c) will not violate or result in
a default under any indenture, material agreement or other material instrument
binding on any Loan Parties or any of their assets or give rise to a right
thereunder to require any payment to be made by any Loan Parties and (d) will
not result in the creation or imposition of any Lien on any asset of any Loan
Party, except Liens created under the Loan Documents.




Section
6.4.Financial
Statements.  The Borrowers have furnished to each Lender
(i)the audited
combined balance sheet of the Loan Parties and their Subsidiaries as of December
31, 2009 and the related combined statements of income, shareholders’ equity and
cash flows for the Fiscal Year then ended audited by KPMG, LLP and (ii) the
unaudited combined and combining balance sheet of the Loan Parties and their
Subsidiaries as of March 31, 2010, and the related unaudited combined and
combining statements of income and cash flows for the Fiscal Quarter and
year-to-date period then ending, certified by a Responsible
Officer.  Such financial statements fairly present the combined
financial condition of the Loan Parties and their Subsidiaries as of such dates
and the combined results of operations for such periods in conformity with GAAP
consistently applied, subject to year end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause
(ii).


74


Section
6.5.Litigation
and Environmental Matters.




(a)      No
litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of the
Borrowers, threatened against or affecting any Loan Parties (i) as to which
there is a reasonable possibility of an adverse determination that could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect or (ii) which in any manner draws into question the
validity or enforceability of this Agreement or any other Loan
Document.




(b)      Except
for the matters set forth on Schedule 6.5, none of
the Loan Parties (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability, in each case with respect to Environmental Liabilities that could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.




Section
6.6.Compliance
with Laws and Agreements.  The Loan Parties and their
Subsidiaries are in compliance with all Requirements of Law and all judgments,
decrees and orders of any Governmental Authority except where non-compliance,
either singly or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  The Loan Parties are in compliance with
all indentures, agreements or other instruments binding upon it or its
properties, except where non-compliance, either singly or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect.




Section
6.7.Investment
Company Act, Etc.  None of the Loan Parties is (a) an
“investment company” or is “controlled” by an “investment company”, as such
terms are defined in, or subject to regulation under, the Investment Company Act
of 1940, as amended, (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended or
(c) otherwise subject to any other regulatory scheme limiting its ability to
incur debt or requiring any approval or consent from or registration or filing
with, any Governmental Authority in connection therewith.




Section
6.8.Taxes.  The
Loan Parties and each other Person for whose taxes any Loan Party could become
liable have timely filed or caused to be filed all Federal income tax returns
and all other material tax returns that are required to be filed by them, and
have paid all taxes shown to be due and payable on such returns or on any
assessments made against it or its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority,
except where the same are currently being contested in good faith by appropriate
proceedings and for which such Loan Party has set aside on its books adequate
reserves in accordance with GAAP or where failure to do so would not be expected
to have a Material Adverse Effect.  The charges, accruals and reserves
on the books of the Loan Parties in respect of such taxes are adequate, and no
tax liabilities that could have a Material  Adverse Effect are
anticipated.




Section
6.9.Margin
Regulations.  None of the proceeds of any of the Loans or
Letters of Credit will be used, directly or indirectly, for “purchasing” or
“carrying” any “margin stock” with the respective meanings of each of such terms
under Regulation U or for any purpose that violates the provisions of the
Regulation U.  None of the Loan Parties is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying “margin stock.”


75


Section
6.10.ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of such Plan by more than $30,000,000, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of all such underfunded Plans by more than
$30,000,000.




Section
6.11.Ownership
of Property.




(a)        The
Loan Parties have good title to, or valid leasehold interests in, all of their
real and personal property material to the operation of their businesses taken
as a whole, including all such properties reflected in the most recent audited
combined balance sheet of the Loan Parties and their Subsidiaries referred to in
Section 6.4 or
purported to have been acquired by the Loan Parties after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by this Agreement.  All leases that
individually or in the aggregate are material to the business or operations of
the Loan Parties taken as a whole are valid and subsisting and are in full
force.




(b)        The
Loan Parties own, or are licensed, or otherwise have the right, to use, all
patents, trademarks, service marks, trade names, copyrights and other
intellectual property material to their businesses taken as a whole, and the use
thereof by the Loan Parties does not infringe in any material respect on the
rights of any other Person.




(c)         The
properties of the Loan Parties are insured with financially sound and reputable
insurance companies which are not Affiliates of the Loan Parties, in such
amounts with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in
localities where the Loan Parties operate.




Section
6.12.Disclosure.  The
Borrowers have disclosed to the Lenders all agreements, instruments, and
corporate or other restrictions to which the Loan Parties are subject, and all
other matters known to any of them, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse
Effect.  Neither the Information Memorandum nor any of the reports
(including without limitation all reports that the Loan Parties are required to
file with the Securities and Exchange Commission), financial statements,
certificates or other information furnished by or on behalf of the Loan Parties
to the Administrative Agent or any Lender in connection with the negotiation or
syndication of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not misleading; provided,
that with respect to projected financial information, the Borrowers represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


76




Section
6.13.Labor
Relations.  As of the Restatement Date, there are no strikes,
lockouts or other labor disputes or grievances against the Loan Parties having a
Material Adverse Effect, or, to the knowledge of any Borrower, threatened
against or affecting the Loan Parties, and no significant unfair labor practice,
charges or grievances are pending against the Loan Parties, or to the knowledge
of the Borrowers, threatened against any of them before any Governmental
Authority.   As of the Restatement Date, all payments due from
the Loan Parties pursuant to the provisions of any collective bargaining
agreement have been paid or accrued as a liability on the books of any Loan
Party, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.




Section
6.14.Subsidiaries.  Schedule 6.14 sets
forth the name of, the Equity Interests of the Loan Parties in, the jurisdiction
of incorporation or organization of, and the type of, each Subsidiary and
identifies each Subsidiary that is a Loan Party or Unrestricted Subsidiary, in
each case as of the Restatement Date.




Section
6.15.Insolvency.  On
the Restatement Date, after giving effect to the execution and delivery of the
Loan Documents, the making of the Loans under this Agreement, and the repayment
of the Refinanced Indebtedness, none of the Loan Parties will be “insolvent,”
within the meaning of such term as defined in § 101 of Title 11 of the United
States Code, as amended from time to time, or be unable to pay its debts
generally as such debts become due, or have an unreasonably small capital to
engage in any business or transaction, whether current or
contemplated.  With respect to each Person becoming a Loan Party after
the Restatement Date, on the date of, and after giving effect to, the execution
and delivery of the Guaranty Agreement, such Person is not “insolvent,” within
the meaning of such term as defined in § 101 of Title 11 of the United States
Code, as amended from time to time, or be unable to pay its debts generally as
such debts become due, or have an unreasonably small capital to engage in any
business or transaction, whether current or contemplated.




Section
6.16.OFAC.  No
Loan Party (i) is a person whose property or interest in property is blocked or
subject to blocking pursuant to Section 1 of Executive Order 13224 of September
23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
engages in any dealings or transactions prohibited by Section 2 of such
executive order, or is otherwise associated with any such person in any manner
violative of Section 2, or (iii) is a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other US Department of Treasury’s Office of Foreign Assets Control
regulation or executive order.




Section
6.17.Patriot
Act.  Each Loan Party is in compliance, in all material
respects, with (i) the Trading with the Enemy Act, as amended, and each of
the foreign assets control regulations of the United States Treasury Department
(31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling
legislation or executive order relating thereto, and (ii) the Patriot
Act.  No part of the proceeds of the Loans will be used, directly or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.





ARTICLE
VII




AFFIRMATIVE
COVENANTS




The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains unpaid or outstanding:


77


Section
7.1.Financial
Statements and Other Information.  The Borrowers will deliver
to the Administrative Agent and each Lender:




(a)      as
soon as available and in any event within 90 days after the end of each Fiscal
Year of Borrowers, (i) a copy of the annual audited report for such Fiscal Year
for the Loan Parties, containing a combined balance sheet of the Loan Parties as
of the end of such Fiscal Year and the related combined statements of income,
ownership equity and cash flows (together with all footnotes thereto) of the
Loan Parties for such Fiscal Year, setting forth in each case in comparative
form the figures for the previous Fiscal Year, all in reasonable detail and
reported on by KPMG, LLP or other independent public accountants of nationally
recognized standing (without a “going concern” or like qualification, exception
or explanation and without any qualification or exception as to scope of such
audit) to the effect that such financial statements present fairly in all
material respects the financial condition and the results of operations of the
Loan Parties for such Fiscal Year on a combined basis in accordance with GAAP
and that the examination by such accountants in connection with such combined
financial statements has been made in accordance with generally accepted
auditing standards; and (ii) the combining unaudited balance sheet of the Loan
Parties as of the end of such Fiscal Year and the related combining unaudited
statements of income of the Loan Parties for such Fiscal Year, setting forth in
each case in comparative form the figures for the previous Fiscal Year, all
certified by a Responsible Officer of the Borrower Representative as presenting
fairly in all material respects the financial condition and results of
operations of the Loan Parties on a combining basis in accordance with
GAAP;




(b)      as
soon as available and in any event within 45 days after the end of each Fiscal
Quarter of the Borrowers (other than the fourth Fiscal Quarter of each Fiscal
Year), an unaudited combined balance sheet of the Loan Parties as of the end of
such Fiscal Quarter and the related unaudited combined statements of income and
cash flows of the Loan Parties for such Fiscal Quarter and the then elapsed
portion of such Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding Fiscal Quarter and the corresponding portion of
Borrowers’ previous Fiscal Year;




(c)       concurrently
with the delivery of the financial statements referred to in clauses (a) and (b)
above, a Compliance Certificate signed by a Responsible Officer of the Borrower
Representative;




(d)       promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Loan Parties with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all functions of said Commission, or with any national securities
exchange, or distributed by the Loan Parties to their equity holders generally,
as the case may be;




(e)       promptly
following an acquisition for which the Borrowers wish to include Combined
Acquisition EBITDA Adjustments for purposes of calculating the Leverage Ratio
required under Section
8.1, quarterly financial statements demonstrating in reasonable detail
the historical Combined EBITDA for the trailing four-quarter period attributable
to any Person that is acquired by, and itself becomes, a Loan Party, or the
business or assets of any Person or operating division or business unit of any
Person acquired by a Loan Party; and




(f)        promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of any Loan Party or any
Subsidiary as the Administrative Agent or any Lender may reasonably
request.


78


Section
7.2.Notices
of Material Events.  The Borrowers will furnish to the
Administrative Agent, the Canadian Funding Agent and each Lender prompt written
notice of the following:




(a)      the
occurrence of any Default or Event of Default;




(b)      the
filing or commencement of, or any material development in, any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or, to
the knowledge of the Borrowers, affecting any Loan Party or any Subsidiary
thereof which, if adversely determined, could reasonably be expected to result
in a Material Adverse Effect;




(c)      the
occurrence of any event or any other development by which any Loan Party (i)
fails to comply with any Environmental Law or to obtain, maintain or comply with
any permit, license or other approval required under any Environmental Law, (ii)
becomes subject to any Environmental Liability, (iii) receives notice of any
claim with respect to any Environmental Liability, or (iv) becomes aware of any
basis for any Environmental Liability and in each of the preceding clauses,
which individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;




(d)      the
occurrence of any ERISA Event that alone, or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
to the Loan Parties in an aggregate amount exceeding $30,000,000;




(e)       the
occurrence of any default or event of default, or the receipt by any Loan Party
of any written notice of an alleged default or event of default, in respect of
any Material Indebtedness of any Loan Party; and




(f)        any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.




Each
notice delivered under this Section 7.2 shall be
accompanied by a written statement of a Responsible Officer setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.




Section
7.3.Existence;
Conduct of Business.  The Borrowers will, and will cause each
of the Loan Parties to, do or cause to be done all things necessary to preserve,
renew and maintain in full force and effect its legal existence and its
respective rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business
and will continue to engage in the same business as presently conducted or such
other businesses that are reasonably related thereto; provided, that
nothing in this Section 7.3 shall
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section
9.3.




Section
7.4.Compliance
with Laws, Etc. The Borrowers will, and will cause each of the Loan
Parties to, comply with all laws, rules, regulations and requirements of any
Governmental Authority applicable to its business and properties, including
without limitation, all Environmental Laws, ERISA and OSHA, except where the
failure to do so, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.




Section
7.5.Payment
of Obligations.  The Borrowers will, and will cause each of the
Loan Parties to, pay and discharge at or before maturity, all of its obligations
and liabilities (including without limitation all taxes, assessments and other
governmental charges, levies and all other claims that could result in a
statutory Lien) before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, and such Loan Party has set aside on its books adequate
reserves with respect thereto in accordance with GAAP or (b) the failure to make
payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.


79


Section
7.6.Books and
Records. The Borrowers will, and will cause each of the Loan Parties to,
keep properbooks
of record and account in which full, true and correct entries shall be made of
all dealings and transactions in relation to its business and activities to the
extent necessary to prepare the combined financial statements of the Loan
Parties in conformity with GAAP.




Section
7.7.Visitation,
Inspection, Etc.  The Borrowers will, and will cause each of
the Loan Parties to, permit any representative of the Administrative Agent or
any Lender, to visit and inspect its properties, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with any of its officers and with its independent
certified public accountants, all at such reasonable times and as often as the
Administrative Agent, the Canadian Funding Agent or any Lender may reasonably
request after reasonable prior notice to the Borrower Representative; provided, however, if an
Event of Default has occurred and is continuing, no prior notice shall be
required.




Section
7.8.Maintenance
of Properties;Insurance.  The
Borrowers will, and will cause each of the Loan Parties to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, except where the failure
to do so, either individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, and (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, against loss or damage of the kinds customarily
insured against by companies in the same or similar businesses operating in the
same or similar locations.




Section
7.9.Use of
Proceeds and Letters of Credit.  The Borrowers will use the
proceeds of all Loans to refinance Indebtedness outstanding on the Closing Date,
to finance working capital needs, capital expenditures, dividends and
distributions and for other general corporate purposes of the Borrowers and the
other Loan Parties.  Letters of Credit may be issued to support
tax-exempt bonds and for other general corporate purposes of the Borrowers and
the Loan Parties.  No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that would violate any rule or
regulation of the Board of Governors of the Federal Reserve System, including
Regulations T, U or X.




Section
7.10.Additional
Subsidiaries.




(a)        If
any Subsidiary is acquired or formed by a Loan Party after the Closing Date, the
Borrower Representative will promptly notify the Administrative Agent and,
withinthirty (30)
days after any such Subsidiary is acquired or formed, either (x) the Borrower
Representative will designate such Subsidiary as an Unrestricted Subsidiary in a
written notice to the Administrative Agent or (y) the Borrowers will, or will
cause the applicable Loan Party to, cause such Subsidiary to become a Guarantor
in accordance with Section
7.10(c).




(b)        If
IMTT Holdings (or any Subsidiary of IMTT Holdings that is not a Loan Party) has,
acquires or forms a Subsidiary, the Borrowers may also, at their sole option,
declare such Subsidiary to be a Guarantor (and a Loan Party) by causing such
Subsidiary to become a Guarantor in accordance with Section
7.10(c).


80


(c)         A
Subsidiary shall become an additional Guarantor by executing and delivering to
the Administrative Agent a supplement to the Guaranty Agreement in form and
substance reasonably satisfactory to the Administrative Agent, accompanied by
(i) all other Loan Documents related thereto, (ii) certified copies of
certificates or articles of incorporation or organization, by-laws, membership
operating agreements, and other organizational documents, appropriate
authorizing resolutions of the board of directors of such Subsidiaries, and
opinions of counsel comparable to those delivered pursuant to Section 5.1(c), and
(iii) such other documents as the Administrative Agent may reasonably
request.  No Subsidiary that becomes a Guarantor shall thereafter
cease to be a Guarantor or be entitled to be released or discharged from its
obligations under the Guaranty Agreement.




(d)         Once
a Person becomes a Loan Party, it cannot thereafter be declared an Unrestricted
Subsidiary.




(e)         If
either (i) the Borrower Representative designates a Subsidiary to be an
Unrestricted Subsidiary pursuant to Section 7.10(a) or (ii) IMTT Holdings (or
any Subsidiary of IMTT Holdings that is not a Loan Party) has, acquires or forms
a Subsidiary that does not become a Guarantor pursuant to Section 7.10(b), (1)
such Subsidiary shall not be a Loan Party, (2) the affirmative and negative
covenants set forth in Articles VII and
IX shall not
apply to such Subsidiary and (3) the Equity Interests in any such Subsidiary may
be pledged to lenders of such Subsidiary.




Section
7.11.Post-Closing.  No later than fifteen (15)
days following the Effective Date, the Borrowers will deliver to the
Administrative Agent certified copies of the articles or certificate of
incorporation, certificate of organization or limited partnership, or other
registered organizational documents of each Loan Party organized in Louisiana,
New Jersey or Canada for which such articles or certificates were not delivered
on the Effective Date as well as certificates of good standing or existence, as
may be available from the Secretary of State (or equivalent) of each
jurisdiction where each Loan Party is required to be qualified to do business as
a foreign corporation.





ARTICLE
VIII




FINANCIAL
COVENANTS




The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains unpaid or outstanding:




Section
8.1.Leverage
Ratio.  The Loan Parties will maintain, as of the end of each
Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2010, a
LeverageRatio of
not greater than 4.75:1.00.




Section
8.2.Interest
Coverage Ratio.  The Loan Parties will maintain, as of the end
of each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2010,
an Interest Coverage Ratio of not less than 3.00:1.00.




Section
8.3.Project
EBITDA Adjustments.  To include Combined Material Project
EBITDA Adjustments for purposes of the Leverage Ratio set forth in Section 8.1, the Loan
Parties shall deliver to the Administrative Agent, at least 60 days prior to the
date on which the Loan Parties expect to include any Combined Material Project
EBITDA Adjustment for purposes of calculating the Leverage Ratio, projections in
reasonable detail setting forth such Combined Material Project EBITDA Adjustment
for each of the following four consecutive fiscal quarters.  The
Administrative Agent shall notify the Borrower Representative no later than 30
days after receipt of such projections as to whether any proposed Combined
Material Project EBITDA Adjustment is approved.  The Administrative
Agent shall promptly deliver to the Lenders copies of any projections it
receives setting forth any proposed Combined Material Project EBITDA Adjustment,
and the Administrative Agent shall notify the Lenders of whether any proposed
Combined Material Project EBITDA Adjustment is approved, promptly after
notifying the Borrower Representative thereof.




81





ARTICLE
IX




NEGATIVE
COVENANTS




The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains outstanding:




Section
9.1.Indebtedness
and Preferred Equity.  The Borrowers will not, and will not
permit any of the other Loan Parties to, create, incur, assume or suffer to
exist any Indebtedness, except:




(a)      Indebtedness
created pursuant to the Loan Documents;




(b)      Indebtedness
of the Loan Parties existing on the date hereof and set forth on Schedule 9.1 and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the
weighted average life thereof;




(c)      Indebtedness
of any Loan Party owed to any other Loan Party; provided, however, that
Indebtedness of any Canadian Borrower owed to a US Loan Party shall be subject
to the limitations described in Section
9.4(g);




(d)      Guarantees
by any Loan Party of Indebtedness owed by any other Loan Party; provided,
however, that Guarantees by any US Loan Party of Indebtedness of any Canadian
Borrower shall be subject to the limitations described in Section
9.4(g);




(e)      Indebtedness
of any Person which becomes a Loan Party after the date of this Agreement; provided, that such
Indebtedness exists at the time that such Person becomes a Loan Party and is not
created in contemplation of or in connection with such Person becoming a Loan
Party;




(f)       Hedging
Obligations permitted by Section
9.9;




(g)      Intercompany
Taxable Bond Obligations issued after the Restatement Date in an aggregate
amount not to exceed $350,000,000;




(h)      Go-Zone
Bonds Obligations and Tax-Exempt Bond Obligations issued after the Restatement
Date in an aggregate amount not to exceed $300,000,000; and




(i)       other
Indebtedness of the Loan Parties to the extent that after giving effect to the
incurrence of such Indebtedness, the Borrowers would be in compliance with Section 8.1; provided, however, that no more
than $15,000,000 of the principal amount of such Indebtedness may be secured by
Liens permitted under Section
9.2(i).




Section
9.2.Negative
Pledge.  The Borrowers
will not, and will not permit any of the other Loan Parties to, create, incur,
assume or suffer to exist any Lien on any of its assets or property now owned or
hereafter acquired, except:


82


(a)      Permitted
Encumbrances;




(b)      Liens
securing the Obligations;




(c)      any
Liens on any property or asset of the Loan Parties existing on the Restatement
Date set forth on Schedule 9.2; provided, that such
Lien shall not apply to any other property or asset of the Loan
Parties;




(d)      any
Lien (i) existing on any asset of any Person at the time such Person becomes a
Loan Party, (ii) existing on any asset of any Person at the time such Person is
merged with or into any Loan Party or (iii) existing on any asset prior to the
acquisition thereof by any Loan Party; provided, that any
such Lien was not created in the contemplation of any of the foregoing and any
such Lien secures only those obligations which it secures on the date that such
Person becomes a Loan Party or the date of such merger or the date of such
acquisition;




(e)      extensions,
renewals, or replacements of any Lien referred to in paragraphs (b) and (c) of
this Section
9.2; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby;




(f)       Liens
on the Equity Interests of Unrestricted Subsidiaries owned by Loan Parties to
secure Indebtedness owed by such Unrestricted Subsidiaries;




(g)      Liens
on infrastructure improvements made on the property of the Loan Parties in an
aggregate amount not to exceed $50,000,000, to the extent covered
by the terminalling agreements between the Loan Parties on the one hand and
their customers on the other hand, which infrastructure improvements are legally
owned by customers of the Borrowers during the duration of the terminalling
agreements but treated as assets of the Loan Parties under GAAP;




(h)      Liens
(including capital leases) in favor of the Governmental Authorities issuing
Go-Zone Bonds and Tax Exempt Bonds permitted under Section 9.1(h) so
long as such Liens only apply to the improvements or facility financed with the
proceeds from the issuance of such GO-Zone Bonds and Tax-Exempt Bonds, and
capital leases of improvements or facilities by the Loan Parties from
Governmental Authorities that issue Intercompany Taxable Bonds permitted under
Section 9.1(g)
solely to the extent such improvements and facilities are required to be owned
by such Governmental Authorities in order to obtain the related ad valorem
property tax exemptions; and




(i)       Liens
on the assets of Loan Parties securing other Indebtedness of the Loan Parties in
an aggregate principal amount not to exceed $15,000,000 at any
time.




Section
9.3.Fundamental
Changes.




(a)      The
Borrowers will not, and will not permit any of the other Loan Parties to, merge
into, amalgamate with or consolidate into any other Person, or permit any other
Person to merge into, amalgamate with or consolidate with it, or sell, lease,
transfer or otherwise dispose of (in a single transaction or a series of
transactions) all or any material portion of the assets of the Loan Parties
taken as a whole (in each case, whether now owned or hereafter acquired)or liquidate or
dissolve; provided,that if at the time thereof
and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing (i) any Loan Party may sell, lease,
transfer or otherwise dispose of any assets to a US Borrower, and may merge with
a US Borrower as long as such US Borrower is the surviving Person, (ii) any
Guarantor may sell, lease, transfer or otherwise dispose of any assets to, and
may merge with, another Guarantor, (iii) any Canadian Borrower may sell, lease,
transfer or otherwise dispose of any assets to, and may merge with, another
Canadian Borrower, and (iv) any Loan Party may merge with any Person that is not
a Loan Party so long as a Loan Party is the surviving Person and after giving
pro forma effect to such merger, no Default or Event of Default would have
occurred or be continuing.


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(b)      The
Borrowers will not, and will not permit any of the other Loan Parties to, engage
in any business other than businesses of the type conducted by the Loan Parties
on the Restatement Date and businesses reasonably related thereto.




(c)      The
Borrowers will not, and will not permit any of the other Loan Parties, to
create, form, acquire or permit to exist any Subsidiary other than Subsidiaries
that become Loan Parties, and Subsidiaries that have been designated as
“Unrestricted Subsidiary” in a written notification to the Administrative Agent,
in accordance with Section
7.10.




Section
9.4.Investments,
Loans, Etc.  The Borrowers will not, and will not permit any of
the other Loan Parties to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly-owned Subsidiary prior to such
merger), any common stock, evidence of indebtedness or other securities
(including any option, warrant, or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person (all of the foregoing being collectively called “Investments”), or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person that constitute a business unit,
except:




(a)      Permitted
Investments;




(b)      Investments
existing on the Restatement Date and described on Schedule
9.4;




(c)      Investments
in or to any US Loan Party;




(d)      loans
or advances to employees, officers or directors of the Loan Parties in the
ordinary course of business for travel, relocation and related expenses; provided, however, that the
aggregate amount of all such loans and advances does not exceed $1,000,000 at
any time;




(e)      Hedging
Transactions permitted by Section 9.9 and
Guarantees of Indebtedness permitted by Section
9.1;




(f)       acquisitions
by Loan Parties of assets owned by, or all or substantially all of the Equity
Interests of, a Person that is not a Loan Party, so long as (i) the acquired
business is in the same line of business as the Loan Parties or a business
reasonably related thereto, (ii) after giving pro forma effect thereto,
Borrowers are in compliance with Section 8.1 and 8.2,  which
shall be recomputed as of the day of the most recently ended Fiscal Quarter (for
which financial statements are required to have been delivered) as if such
acquisition has occurred as of the first day of each relevant period for testing
compliance, and the Borrowers shall have delivered to the Administrative Agent a
certificate of the chief financial officer or treasurer to such effect, (iii)
before and after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing or would result therefrom and all
representations and warranties shall be true and correct in all material
respects (other than those given only as of an earlier date), (iv) the board of
directors (or the equivalent thereof) of such Person whose assets or stock is
being acquired has approved the acquisition and (v) the Person so acquired
becomes a Loan Party, or the assets so acquired are held by a Loan
Party;


84


(g)      other
Investments made after the Closing Date by Loan Parties in the Canadian
Borrowers or Persons that are not Loan Parties which in the aggregate do not
exceed $75,000,000 at cost at any time during the term of this Agreement; provided,however, that Investments in
Persons that are not Loan Parties under this clause (g) shall not exceed
$50,000,000 at cost in the aggregate at any time during the term of this
Agreement; and




(h)      Investments
in Intercompany Taxable Bonds.




Section
9.5.Restricted
Payments.The Borrowers will not,
and will not permit any of the other Loan Parties to, declare or make, or agree
to pay or make, directly or indirectly, any Restricted Payment, except for
Restricted Payments made to any Loan Party and so long as no Default or Event of
Default has occurred and is continuing at the time such Restricted Payment is
made, or would result therefrom, Restricted Payments to any other
Person.




Section
9.6.Transactions
with Affiliates.  The Borrowers will not, and will not permit
any of the other Loan Parties to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets
from, or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and
conditions not less favorable to the Loan Parties than could be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions between or
among the US Loan Parties not involving any other Affiliates and (c)
transactions expressly permitted under Sections 9.1,
9.2, 9.3, 9.4 and 9.5.




Section
9.7.Restrictive
Agreements.  The Borrowers will not, and will not permit any of
the other Loan Parties to, directly or indirectly, enter into, incur or permit
to exist any agreement that prohibits, restricts or imposes any condition upon
(a) the ability of any Loan Party to create, incur or permit any Lien upon any
of its assets or properties, whether now owned or hereafter acquired, to secure
the Obligations, or (b) the ability of any Loan Party to pay dividends or
other distributions with respect to its Equity Interests, to make or repay loans
or advances to the Loan Parties, to Guarantee Indebtedness of the Loan Parties
or to transfer any of its property or assets to the Loan Parties; provided, that (i)
the foregoing shall not apply to restrictions or conditions imposed by law or
by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Guarantor pending such sale, provided such
restrictions and conditions apply only to the Guarantor that is to be sold and
such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by (x)documentation for any
other Indebtedness that would permit the Obligations to be secured on a pari
passu or senior basis to such Indebtedness, (y) any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions and
conditions apply only to the property or assets securing such Indebtedness and
(z) customary provisions in leases and other contracts restricting the
assignment thereof and (iv) clauses (a) and (b) shall not apply to restrictions
on pledging or transferring Equity Interests of Unrestricted
Subsidiaries.




Section
9.8.Sale and
Leaseback Transactions.  The Borrowers will not, and will not
permit any of the other Loan Parties to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred (such arrangement, a “Sale/Leaseback”),
other than (i) the sale of property of a Borrower or Guarantor to a Governmental
Authority that issues GO-Zone Bonds, Intercompany Taxable Bonds or Tax-Exempt
Bonds permitted hereunder and leases said property back to a Borrower or
Guarantor in connection with the issuance of such GO-Zone Bonds, Intercompany
Taxable Bonds or Tax Exempt Bonds; and (ii) Sale/Leaseback that involve the sale
of up to $10,000,000 of assets in the aggregate.  For the avoidance of
doubt, lease transactions entered into in connection with the issuance of
Indebtedness (without the involvement of an asset sale) do not constitute
Sale/Leaseback transactions.


85


Section
9.9.Hedging
Transactions.  The Borrowers will not, and will not permit any
of the other Loan Parties to, enter into any Hedging Transaction, other than
Hedging Transactions entered into in the ordinary course of business to hedge or
mitigate risks to which the Loan Parties are exposed in the conduct of its
business or the management of its liabilities, and not for speculative
purposes.  For the avoidance of doubt, a Hedging Transaction entered
into (i) in connection with the purchase by any third party of any common stock
or any Indebtedness or (ii) as a result of changes in the market value of any
common stock or any Indebtedness) is not a Hedging Transaction entered into in
the ordinary course of business to hedge or mitigate risks.




Section
9.10.Restrictions
on Amendments to Partnership Agreements.  The Borrowers will
not, and will not permit any of the other Loan Parties to, amend or modify the
partnership agreements, certificates of incorporation, bylaws and other
organizational documents of the Loan Parties in a manner materially adverse to
the Administrative Agent, the Canadian Funding Agent or the
Lenders.




Section
9.11.Accounting
Changes; Fiscal Year.  The Borrowers will not, and will not
permit any of the other Loan Parties to, make any significant change in
accounting treatment or reporting practices, except as required or permitted by
GAAP, or change the fiscal year of the Loan Parties.





ARTICLE
X




EVENTS OF
DEFAULT




Section
10.1.Events of
Default.  If any of the
following events (each an “Event of Default”)
shall occur:




(a)      the
Borrowers shall fail to pay any principal of any Loan or of any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment or otherwise; or




(b)      the
Borrowers shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount payable under clause (a) of this Section 10.1) payable
under this Agreement or any other Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of three (3) Business Days; or




(c)      any
representation or warranty made or deemed made by or on behalf of any Loan Party
in or in connection with this Agreement or any other Loan Document (including
the Schedules attached thereto) and any amendments or modifications hereof or
waivers hereunder, or in any certificate, report, financial statement or other
document submitted to the Administrative Agent or the Lenders by any Loan Party
or any representative of any Loan Party pursuant to or in connection with this
Agreement or any other Loan Document shall prove to be incorrect in any material
respectwhen made
or deemed made or submitted; or




(d)      the
Borrowers shall fail to observe or perform any covenant or agreement contained
in Sections
7.1, 7.2, or 7.3 (with respect to
the existence of the Borrowers) or Articles VIII or
IX;
or


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(e)      any
Loan Party shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those referred to in clauses (a), (b) and (d)
above) or any other Loan Document, and such failure shall remain unremedied for
30 days after the earlier of (i) any officer of any Borrower becomes
aware of such failure, or (ii) notice thereof shall have been given to the
Borrower Representative by the Administrative Agent or any Lender;
or




(f)       any
Loan Party (whether as primary obligor or as guarantor or other surety) shall
fail to pay any principal of, or premium or interest on, any Material
Indebtedness that is outstanding, when and as the same shall become due and
payable (whether at scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after any required notice
has been given and any applicable grace period, in each case as specified in the
agreement or instrument evidencing or governing such Indebtedness; or any other
event shall occur or condition shall exist under any agreement or instrument
relating to such Indebtedness and shall continue after any required notice has
been given and any applicable grace period, in each case as specified in the
agreement or instrument evidencing or governing such Indebtedness, if the effect
of such event or condition is to accelerate, or permit the acceleration of, the
maturity of such Indebtedness; or any such Indebtedness shall be declared to be
due and payable, or required to be prepaid or redeemed (other than by a
regularly scheduled required prepayment or redemption), purchased or defeased,
or any offer to prepay, redeem, purchase or defease such Indebtedness shall be
required to be made, in each case prior to the stated maturity thereof;
or




(g)      any
Loan Party shall (i) commence a voluntary case or other proceeding, or file any
petition seeking liquidation, reorganization or other relief under any federal,
state, provincial or foreign bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a custodian, trustee,
receiver, liquidator or other similar official of it or any substantial part of
its property, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (i) of
this Section
10.1, (iii) apply for or consent to the appointment of a custodian,
trustee, receiver, liquidator or other similar official for such Loan Party or
for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or




(h)      an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of any
Loan Party or its debts, or any substantial part of its assets, under any
federal, provincial, state or foreign bankruptcy, insolvency or other similar
law now or hereafter in effect or (ii) the appointment of a custodian, trustee,
receiver, liquidator or other similar official for any Loan Party or for a
substantial part of its assets, and in any such case, such proceeding or
petition shall remain undismissed for a period of 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or




(i)       any
Loan Party shall become unable to pay, shall admit in writing its inability to
pay, or shall fail to pay, its debts as they become due; or




(j)       an
ERISA Event shall have occurred that, when taken together with other ERISA
Events that have occurred and are continuing, could reasonably be expected to
result in a Material Adverse Effect; or




(k)      anyjudgment or order for
the payment of money in excess of $10,000,000 in the aggregate shall be rendered
against any Loan Party, and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be a
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or


87


(l)       anynon-monetaryjudgment or order shall
be rendered against any Loan Party that could reasonably be expected to have a
Material Adverse Effect, and there shall be a period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or




(m)     a
Change in Control shall occur or exist; or




(n)      any
provision of the Guaranty Agreement shall for any reason cease to be valid and
binding on, or enforceable against, any Guarantor, or any Guarantor shall so
state in writing, or any Guarantor shall seek to terminate its Guaranty
Agreement;




then, and
in every such event (other than an event with respect to any Borrower described
in clause (g) or (h) of this Section 10.1) and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower Representative, take any or all of the following actions, at the
same or different times: (i) terminate the Commitments, whereupon the
Commitment of each Lender shall terminate immediately, (ii) declare the
principal of and any accrued interest on the Loans, and all other Obligations
owing hereunder, to be, whereupon the same shall become, due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers, (iii) exercise all remedies
contained in any other Loan Document, and (iv) exercise any other remedies
available at law or in equity; and that, if an Event of Default specified in
either clause (g) or (h) shall occur, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon, and all fees, and all other Obligations shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers.





ARTICLE
XI




THE AGENTS AND ISSUING
BANKS




Section
11.1.Appointment
of Agents and Issuing Banks.




(a)      Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto.  The Administrative Agent may perform any of its
duties hereunder or under the other Loan Documents by or through any one or more
sub-agents or attorneys-in-fact appointed by the Administrative
Agent.  The Administrative Agent and any such sub-agent or
attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties.  The exculpatory
provisions set forth in this Article shall apply to any such sub-agent or
attorney-in-fact and the Related Parties of the Administrative Agent, any such
sub-agent and any such attorney-in-fact and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.


88


(b)      Each
US Issuing Bank shall act on behalf of the Extended US Lenders with respect to
any US Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as the Administrative Agent may agree at
the request of the Required US Lenders to act for each US Issuing Bank with
respect thereto; provided, that each US Issuing Bank shall have all the benefits
and immunities (i) provided to the Administrative Agent in this Article with
respect to any acts taken or omissions suffered by such US Issuing Bank in
connection with US Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the US
Letters of Credit as fully as if the term “Administrative Agent” as used in this
Article included each US Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to each US Issuing
Bank.




(c)      Each
Canadian Lender irrevocably appoints Royal Bank of Canada as the Canadian
Funding Agent and authorizes it to take such actions on its behalf and to
exercise such powers as are delegated to the Canadian Funding Agent under this
Agreement and the other Loan Documents, together with all such actions and
powers that are reasonably incidental thereto.  The Canadian Funding
Agent may perform any of its duties hereunder or under the other Loan Documents
by or through any one or more sub-agents or attorneys-in-fact appointed by the
Canadian Funding Agent.  The Canadian Funding Agent and any such
sub-agent or attorney-in-fact may perform any and all of its duties and exercise
its rights and powers through their respective Related Parties.  The
exculpatory provisions set forth in this Article shall apply to any such
sub-agent or attorney-in-fact and the Related Parties of the Canadian Funding
Agent, any such sub-agent and any such attorney-in-fact and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Canadian Funding
Agent.




(d)      The
Canadian Issuing Bank shall act on behalf of the Canadian Lenderswith respect to any
Canadian Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as the Canadian Funding Agent may agree
at the request of the Required Canadian Lenders to act for the Canadian Issuing
Bank with respect thereto; provided, that the Canadian Issuing Bank shall have
all the benefits and immunities (i) provided to the Canadian Funding Agent in
this Article with respect to any acts taken or omissions suffered by the
Canadian Issuing Bank in connection with Canadian Letters of Credit issued by it
or proposed to be issued by it and the application and agreements for letters of
credit pertaining to the Canadian Letters of Credit as fully as if the term
“Canadian Funding Agent” as used in this Article included the Canadian Issuing
Bank with respect to such acts or omissions and (ii) as additionally provided in
this Agreement with respect to the Canadian Issuing Bank.




Section
11.2.Nature of
Duties of Agents.  The Agents shall not have any duties or
obligations except those expressly set forth in this Agreement and the other
Loan Documents.  Without limiting the generality of the foregoing, (a)
the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default or an Event of Default has occurred and is
continuing, (b) the Agents shall not have any duty to take any discretionary
action or exercise any discretionary powers, except those discretionary rights
and powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 13.2) or that
the Canadian Funding Agent is required to exercise in writing by the Canadian
Lenders (or such other number or percentage of the Canadian Lenders as shall be
necessary), and (c) except as expressly set forth in the Loan Documents, the
Agents shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Loan Parties or their
Subsidiaries that is communicated to or obtained by any Agent or any of its
Affiliates in any capacity.  No Agent shall be liable for any action
taken or not taken by it, its sub-agents or attorneys-in-fact with the consent
or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 13.2) or in
the absence of its own gross negligence or willful misconduct.  No
Agent shall be responsible for the negligence or misconduct of any sub-agents or
attorneys-in-fact selected by it with reasonable care.  No Agent shall
be deemed to have knowledge of any Default or Event of Default unless and until
written notice thereof (which notice shall include an express reference to such
event being a “Default” or “Event of Default” hereunder) is given to such Agent
by the Borrower Representative or any Lender, and no Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements, or other terms and conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article V or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to any Agent.  The Agents may consult with
legal counsel (including counsel for the Borrowers) concerning all matters
pertaining to such duties.


89


Section
11.3.Lack of
Reliance on the Agents.  Each of the Agents, the Lenders, the
Swingline Lender and the Issuing Banks acknowledges that it has, independently
and without reliance upon any Agent, any Issuing Bank or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each
of the Agents, the Lenders, the Swingline Lender and the Issuing Banks also
acknowledges that it will, independently and without reliance upon any Agent,
any Issuing Bank or any other Lender and based on such documents and information
as it has deemed appropriate, continue to make its own decisions in taking or
not taking of any action under or based on this Agreement, any related agreement
or any document furnished hereunder or thereunder.




Section
11.4.Certain
Rights of the Agents.  If any Agent shall request instructions
from the Required Lenders, the Required Canadian Lenders or the Required US
Lenders, as applicable, with respect to any action or actions (including the
failure to act) in connection with this Agreement, such Agent shall be entitled
to refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders; and such Agent shall not incur
liability to any Person by reason of so refraining.  Without limiting
the foregoing, no Lender shall have any right of action whatsoever against any
Agent as a result of such Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required Lenders, the Required Canadian
Lenders or the Required US Lenders, as applicable, where required by the terms
of this Agreement.




Section
11.5.Reliance
by Agents.  The Agents shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, posting or other distribution) believed by it
to be genuine and to have been signed, sent or made by the proper
Person.  The Agents may also rely upon any statement made to it orally
or by telephone and believed by it to be made by the proper Person and shall not
incur any liability for relying thereon.  The Agents may consult with
legal counsel (including counsel for the Borrowers), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or not taken by it in accordance with the advice of such counsel,
accountants or experts.




Section
11.6.The
Agents in their Individual Capacity.  The banks serving as the
Administrative Agent and the Canadian Funding Agent shall have the same rights
and powers under this Agreement and any other Loan Document in its capacity as a
Lender as any other Lender and may exercise or refrain from exercising the same
as though it were not an Agent; and the terms “Lenders”, “Required Lenders”, or
any similar terms shall, unless the context clearly otherwise indicates, include
such Agent in their individual capacity.  The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with any Loan Party or any
Subsidiary or Affiliate thereof as if it were not an Agent
hereunder.


90


Section
11.7.Successor
Agents.




(a)      The
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrower Representative.  Upon any such resignation,
the Required US Lenders shall have the right to appoint a successor
Administrative Agent, subject to the approval by the Borrower Representative
provided that no Default or Event of Default shall exist at such
time.  If no successor Administrative Agent shall have been so
appointed, and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Banks,
appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or any state thereof or
a bank which maintains an office in the United States, having a combined capital
and surplus of at least $500,000,000.




(b)      Upon
the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents.  If within 45 days after written notice is given of the
retiring Administrative Agent’s resignation under this Section 11.7 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (i)
the retiring Administrative Agent’s resignation shall become effective, (ii) the
retiring Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required US Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required US Lenders appoint a successor
Administrative Agent as provided above.  After any retiring
Administrative Agent’s resignation hereunder, the provisions of this Article
shall continue in effect for the benefit of such retiring Administrative Agent
and its representatives and agents in respect of any actions taken or not taken
by any of them while it was serving as the Administrative Agent.




(c)      The
Canadian Funding Agent may resign at any time by giving notice thereof to the
Canadian Lenders, the Administrative Agent and the Borrower
Representative.  Upon any such resignation, the Required Canadian
Lenders shall have the right to appoint a successor Canadian Funding Agent,
subject to the approval by the Borrower Representative provided that no Default
or Event of Default shall exist at such time.  If no successor
Canadian Funding Agent shall have been so appointed, and shall have accepted
such appointment within 30 days after the retiring Canadian Funding Agent
gives notice of resignation, then the retiring Canadian Funding Agent may, on
behalf of the Canadian Lenders and the Canadian Issuing Bank, appoint a
successor Canadian Funding Agent, which shall be a commercial bank organized
under the laws of Canada or a bank which maintains an office in Canada, having a
combined capital and surplus of at least $500,000,000.




(d)      Upon
the acceptance of its appointment as the Canadian Funding Agent hereunder by a
successor, such successor Canadian Funding Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Canadian Funding Agent, and the retiring Canadian Funding Agent shall be
discharged from its duties and obligations under this Agreement and the other
Loan Documents.  If within 45 days after written notice is given of
the retiring Canadian Funding Agent’s resignation under this Section 11.7 no
successor Canadian Funding Agent shall have been appointed and shall have
accepted such appointment, then on such 45th day (i)
the retiring Canadian Funding Agent’s resignation shall become effective, (ii)
the retiring Canadian Funding Agent shall thereupon be discharged from its
duties and obligations under the Loan Documents and (iii) the Required Canadian
Lenders shall thereafter perform all duties of the retiring Canadian Funding
Agent under the Loan Documents until such time as the Required Canadian Lenders
appoint a successor Canadian Funding Agent as provided above.  After
any retiring Canadian Funding Agent’s resignation hereunder, the provisions of
this Article shall continue in effect for the benefit of such retiring Canadian
Funding Agent and its representatives and agents in respect of any actions taken
or not taken by any of them while it was serving as the Canadian Funding
Agent.


91


(e)      In
addition to the foregoing, if an Extended Revolving Lender becomes, and during
the period it remains, a Defaulting Lender, and if any Default has arisen from a
failure of the Borrowers to comply with Section 4.19(a), then
each US IssuingBank and the Swingline
Lender may, upon prior written notice to the Borrower Representative and the
Administrative Agent, resign as any US Issuing Bank or as Swingline Lender, as
the case may be, effective at the close of business New York time on a date
specified in such notice (which date may not be less than five (5) Business Days
after the date of such notice).





Section
11.8.Authorization
to Execute other Loan Documents.  Each Lender hereby authorizes
the Administrative Agent to execute on behalf of all Lenders all Loan Documents
other than this Agreement.




Section
11.9.Documentation,
Syndication and Managing Agents.  Each Lender hereby designates
each of Compass Bank andCooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch, as
Co-Documentation Agent and agrees that the Co-Documentation Agents shall have no
duties or obligations under any Loan Documents to any Lender, any Issuing Bank,
any Agent or any Loan Party.  Each Lender hereby designates Regions
Bank and DnB NOR Bank, ASA as Co-Syndication Agents and agrees that the
Co-Syndication Agents shall have no duties or obligations under any Loan
Documents to any Lender, any Issuing Bank, any Agent or any Loan
Party.    Each Lender hereby designates Wells Fargo Bank,
N.A., BnP Paribas and Branch Banking & Trust Co., as Co-Managing Agents and
agrees that the Co-Managing Agents shall have no duties or obligations under any
Loan Documents to any Lender, any Issuing Bank, any Agent or any Loan
Party.





ARTICLE
XII




CO-BORROWER
GUARANTIES




Section
12.1.Guaranty
Obligations.




(a)      Each
US Borrower hereby irrevocably and unconditionally, jointly and severally,
guarantees the full and prompt payment when due, whether at stated maturity, by
acceleration or otherwise, and performance of all Obligations owing by each
other Borrower to the Agents, the Swingline Lender, the Issuing Banks and the
Lenders, or any of them, under this Agreement and the other Loan Documents,
including all renewals, extensions, modifications and refinancings thereof, now
or hereafter owing, whether for principal, interest, premiums, fees, expenses or
otherwise (collectively, the “US Borrower Guaranteed
Obligations”).  Any and all payments by any US Borrower
hereunder shall be made free and clear of and without deduction for any set-off,
counterclaim, or withholding so that, in each case, the Agents, the Swingline
Lender, the Issuing Banks and the Lenders will receive, after giving effect to
any Taxes, the full amount that it would otherwise be entitled to receive with
respect to the US Borrower Guaranteed Obligations.  Each US Borrower
acknowledges and agrees that this is a continuing guaranty of payment when due
and performance, and not of collection, and that this guaranty may be enforced
up to the full amount of the US Borrower Guaranteed Obligations without
proceeding against any other US Borrower, against any security for the
Obligations or under any other guaranty covering any portion of the
Obligations.


92


(b)      Each
Canadian Borrower hereby irrevocably and unconditionally, jointly and severally,
guarantees the full and prompt payment when due, whether at stated maturity, by
acceleration or otherwise, and performance of all Canadian Obligations owing by
each other Canadian Borrower to the Administrative Agent, the Canadian Funding
Agent, the Canadian Issuing Bank and the Canadian Lenders, or any of them, under
this Agreement and the other Loan Documents, including all renewals, extensions,
modifications and refinancings thereof, now or hereafter owing, whether for
principal, interest, premiums, fees, expenses or otherwise (collectively, the
“Canadian Borrower
Guaranteed Obligations”).  Any and all payments by any Canadian
Borrower hereunder shall be made free and clear of and without deduction for any
set-off, counterclaim, or withholding so that, in each case, the Administrative
Agent, the Canadian Issuing Bank and the Canadian Lenders will receive, after
giving effect to any Taxes, the full amount that it would otherwise be entitled
to receive with respect to the Canadian Borrower Guaranteed
Obligations.  Each Canadian Borrower acknowledges and agrees that this
is a continuing guaranty of payment when due and performance, and not of
collection, and that this guaranty may be enforced up to the full amount of the
Canadian Borrower Guaranteed Obligations without proceeding against any other
Canadian Borrower, against any security for the Canadian Obligations or under
any other guaranty covering any portion of the Canadian
Obligations.




Section
12.2.Guaranty
Absolute.




(a)      Each
US Borrower guarantees that the US Borrower Guaranteed Obligations will be paid
strictly in accordance with the terms of the Loan Documents.  Each
Canadian Borrower guarantees that the Canadian Borrower Guaranteed Obligations
will be paid strictly in accordance with the terms of the Loan
Documents.  The liability of each Borrower under its guaranty in this
Article XII
shall be absolute and unconditional in accordance with their terms and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation, the following (whether or
not any Borrower consents thereto or has notice thereof):




(i)           the
genuineness, validity, regularity, enforceability or any future amendment of, or
change in, the Obligations of the primary obligor under this Agreement, any
other Loan Document or any other agreement, document or instrument to which such
primary obligor is or may become a party;




(ii)           the
absence of any action to enforce this Agreement (including this Article XII) or any
other Loan Document or the waiver or consent by any guaranteed party with
respect to any of the provisions thereof;




(iii)           the
existence, value or condition of, or failure to perfect its Lien against, any
security for the Obligations or any action, or the absence of any action, by any
Lender in respect thereof (including the release of any such
security);




(iv)           the
insolvency of the primary obligor; or




(v)           any
other action or circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor.




(b) Each US Borrower shall
be regarded, and shall be in the same position, as principal debtor with respect
to the US Borrower Guaranteed Obligations.  Each Canadian Borrower
shall be regarded, and shall be in the same position, as principal debtor with
respect to the Canadian Borrower Guaranteed Obligations.


93


Section
12.3.Waivers.




(a)      Each
Borrower expressly waives all rights it may now or in the future have under any
statute, at common law, at law or in equity or otherwise, to compel the
Administrative Agent, the Canadian Funding Agent, any Swingline Lender, any
Issuing Bank or any Lender to marshal assets or to proceed in respect of the
Obligations against any other Borrower, any Guarantor or any other Person before
proceeding against, or as a condition to proceeding against, such
Borrower.  Each US Borrower further expressly waives and agrees not to
assert or take advantage of any defense based upon the failure of any Agent, the
Swingline Lender, any Issuing Bank or any Lender to commence an action in
respect of the Obligations against any other Borrower, any Guarantor or any
other Person.  Each Canadian Borrower further expressly waives and
agrees not to assert or take advantage of any defense based upon the failure of
any Agent, the Canadian Issuing Bank or any Canadian Lender to commence an
action in respect of the Canadian Obligations against any other Canadian
Borrower, any Guarantor or any other Person.  Each Borrower agrees
that any notice or directive given at any time to any Agent, any Issuing Bank,
any Swingline Lender or any Lender which is inconsistent with the waivers in
this paragraph shall be null and void and may be ignored by such Agent, such
Issuing Bank, such Swingline Lender or such Lender, and may not be pleaded or
introduced as evidence in any litigation relating to the Obligations of such
Borrower unless the Required Lenders have specifically agreed otherwise in
writing.  The foregoing waivers are of the essence of the transaction
contemplated by the Loan Documents and, but for the provisions of this Section 12.3 and such
waivers, the Lenders would decline to make the Loans.




(b)      Each
Borrower waives diligence, presentment and demand (whether for non-payment or
protest or of acceptance, maturity, extension of time, change in nature or form
of the Obligations, acceptance of security, release of security, composition or
agreement arrived at as to the amount of, or the terms of, the Obligations,
notice of adverse change in any other borrower’s financial condition or any
other fact which might materially increase the risk to such Borrower) with
respect to any of the Obligations or all other demands whatsoever, except to the
extent specifically set forth herein or in the other Loan
Documents.  To the extent permitted by applicable law, each Borrower
waives the benefit of all provisions of law which are in conflict with the terms
of this Agreement.  Each Borrower represents, warrants and agrees that
its Obligations are not and shall not be subject to any counterclaims, offsets
or defenses of any kind against the Administrative Agent, the Canadian Funding
Agent, any Issuing Bank, any Swingline Lender or any Lender, any other Borrower
or any other Loan Party now existing or which may arise in the
future.




Section
12.4.Contribution
Rights.




(a)      To
the extent that any US Borrower shall make a payment under this Section 12.4 of all
or any of the Obligations (other than Loans made to that US Borrower for which
it is primarily liable) (a “US Guarantor
Payment”) that, taking into account all other US Guarantor Payments then
previously or concurrently made by any other US Borrower, exceeds the amount
that such US Borrower would otherwise have paid if each US Borrower had paid the
aggregate Obligations satisfied by such US Guarantor Payment in the same
proportion that such US Borrower’s “US Allocable Amount” (as defined below) (as
determined immediately prior to such US Guarantor Payment) bore to the aggregate
US Allocable Amounts of each of the US Borrowers as determined immediately prior
to the making of such US Guarantor Payment, then, following indefeasible payment
in full in cash of the Obligations and termination of the Commitments, such US
Borrower shall be entitled to receive contribution and indemnification payments
from, and be reimbursed by, each other US Borrower for the amount of such
excess, pro rata based upon their respective US Allocable Amounts in effect
immediately prior to such US Guarantor Payment.  As of any date of
determination, the “US
Allocable Amount” of any US Borrower shall be equal to the maximum amount
of the claim that could then be recovered from such US Borrower under this Article XII without
rendering such claim voidable or avoidable under Section 548 of Chapter 11 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common
law.


94


(b)      To
the extent that any Canadian Borrower shall make a payment under this Section 12.4 of all
or any of the Canadian Obligations (other than Loans made to that Canadian
Borrower for which it is primarily liable) (a “Canadian Guarantor
Payment”) that, taking into account all other Canadian Guarantor Payments
then previously or concurrently made by any other Canadian Borrower, exceeds the
amount that such Canadian Borrower would otherwise have paid if each Canadian
Borrower had paid the aggregate Canadian Obligations satisfied by such Canadian
Guarantor Payment in the same proportion that such Canadian Borrower’s “Canadian
Allocable Amount” (as defined below) (as determined immediately prior to such
Canadian Guarantor Payment) bore to the aggregate Canadian Allocable Amounts of
each of the Canadian Borrowers as determined immediately prior to the making of
such Canadian Guarantor Payment, then, following indefeasible payment in full in
cash of the Canadian Obligations and termination of the Canadian Commitments,
such Canadian Borrower shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each other Canadian
Borrower for the amount of such excess, pro rata based upon their respective
Canadian Allocable Amounts in effect immediately prior to such Canadian
Guarantor Payment.  As of any date of determination, the “Canadian Allocable
Amount” of any Canadian Borrower shall be equal to the maximum amount of
the claim that could then be recovered from such Canadian Borrower under this
Article XII
without rendering such claim voidable or avoidable under any applicable section
of the Bankruptcy Code or under any similar statute or common law.




(c)      This
Section 12.4 is
intended only to define the relative rights of Borrowers and nothing set forth
in this Section
12.4 is intended to or shall impair the obligations of
Borrowers,  jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this
Agreement, including Section 12.1. Nothing
contained in this Section 12.4 shall
limit the liability of any Borrower to pay the Loans made directly or indirectly
to that Borrower and accrued interest, fees and expenses with respect thereto
for which such Borrower shall be primarily liable.  The parties hereto
acknowledge that the rights of contribution and indemnification hereunder shall
constitute assets of the Borrower to which such contribution and indemnification
is owing.  The rights of the indemnifying Borrowers against other Loan
Parties under this Section 12.4 shall be
exercisable upon the full and indefeasible payment of the Obligations and the
termination of the Commitments.




Section
12.5.Subordination
of Subrogation.  Notwithstanding anything to the contrary in
this Agreement or in any other Loan Document, each US Borrower hereby expressly
and irrevocably subordinates to payment of the Obligations any and all rights at
law or in equity to
subrogation,  reimbursement,  exoneration, contribution,
indemnification or set off and any and all defenses available to a surety,
guarantor or accommodation co-obligor until the Obligations are indefeasibly
paid in full in cash and the Commitments have been
terminated.  Notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, each Canadian Borrower hereby expressly
and irrevocably subordinates to payment of the Canadian Obligations any and all
rights at law or in equity to subrogation,
reimbursement,  exoneration, contribution, indemnification or set off
and any and all defenses available to a surety, guarantor or accommodation
co-obligor until the Canadian Obligations are indefeasibly paid in full in cash
and the Canadian Commitments have been terminated.  Each Borrower
acknowledges and agrees that this subordination is intended to benefit the
Lenders and shall not limit or otherwise affect such Borrower’s liability
hereunder or the enforceability of this Article XII, and that
the Lenders and their respective successors and assigns are intended third party
beneficiaries of the waivers and agreements set forth in this Article
XII.


95


Section
12.6.Savings
Clause.




(a)      It
is the intent of the Lenders, the Agents, the Issuing Banks, the Swingline
Lender and the US Borrowers that each US Borrower’s liability under this Article XII (which
liability is in any event in addition to amounts for which such Borrower is
primarily liable under this Agreement) shall be limited to an amount not to
exceed as of any date of determination the greater of:




(i)           the
net amount of all Loans advanced to any other US Borrower under this Agreement
and then re-loaned or otherwise transferred to, or for the benefit of, such US
Borrower; and




(ii)           the
amount that could be claimed by the Lenders, the Agents, the Issuing Banks, the
Swingline Lender and the US Borrowers from such US Borrower under this Article XII without
rendering such claim voidable or avoidable under Section 548 of Chapter 11 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law after
taking into account, among other things, such US Borrower’s right of
contribution and indemnification from each other US Borrower under Section
12.4.




The
substantive laws under which the possible avoidance or unenforceability of the
Obligations shall be determined in any such case or proceeding shall hereinafter
be referred to as the “US Avoidance
Provisions”.




(b)      To
the end set forth in clause (a) above, but only to the extent that the
Obligations of any US Borrower would otherwise be subject to avoidance under any
US Avoidance Provisions if such US Borrower is not deemed to have received
valuable consideration, fair value or reasonably equivalent value for such
Obligations, and if such Obligations would render such US Borrower insolvent,
leave such US Borrower with an unreasonably small capital to conduct its
business or cause such US Borrower to have incurred debts (or to have intended
to have incurred debts) beyond its ability to pay such debts as they mature, in
each case as of the time any of the Obligations are deemed to have been incurred
under the US Avoidance Provisions, then the maximum liability of such US
Borrower under this Article XII (which
liability is in any event in addition to amounts for which such US Borrower is
primarily liable under this Agreement) shall be reduced to that amount which,
after giving effect thereto, would not cause the Obligations, as so reduced, to
be subject to avoidance under the US Avoidance Provisions.  This Section 12.6(b) is
intended solely to preserve the rights of the Agents, the Issuing Banks, the
Swingline Lender and the Lenders hereunder and under the other Loan Documents to
the maximum extent that would not cause the Obligations to be subject to
avoidance under the US Avoidance Provisions, and neither any US Borrower nor any
other Person shall have any right or claim under this Section 12.6(b) as
against any Agent, any Issuing Bank, the Swingline Lender or any Lender that
would not otherwise be available to such Person under the US Avoidance
Provisions.





ARTICLE
XIII




MISCELLANEOUS




Section
13.1.Notices.




(a)      Written
Notices.




(i)           Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:


96





To
      any of the Borrowers:
                    International-Matex
      Tank Terminals321
      St. Charles AvenueNew
      Orleans, Louisiana  70130Attention:
      Howard StreifferTelecopy
      Number:  (504) 525-9537With
      a copy to:
                    Coleman,
      Johnson, Artigues & Jurisich321
      St. Charles AvenueNew
      Orleans, Louisiana 70130Attention:
      Senior PartnerTelecopy
      Number: (504) 525-9464To
      the Administrative Agentor
      Swingline Lender:
                    SunTrust
      Bank303
      Peachtree Street, N. E.Atlanta,
      Georgia 30308Attention:
      David EdgeTelecopy
      Number: (404) 827-6270With
      a copy to:
                    SunTrust
      BankAgency
      Services303
      Peachtree Street, N. E./ 25th
      FloorAtlanta,
      Georgia 30308Attention:
      Agency ServicesFacsimile
      Number: (404) 724-3879andKing
      & Spalding LLP1180
      Peachtree Street, N.W.Atlanta,
      Georgia 30309Attention:
      Carolyn Z. AlfordTelecopy
      Number: (404) 572-5100To
      SunTrust Bank as aUS
      Issuing Bank:
                    SunTrust
      BankAgency
      Services303
      Peachtree Street, N. E./ 25th
      FloorAtlanta,
      Georgia 30308Attention:
      Agency ServicesFacsimile
      Number: (404) 724-3879To
      the Swingline Lender:
                    SunTrust
      BankAgency
      Services303
      Peachtree Street, N.E./25th
      FloorAtlanta,
      Georgia 30308Attention:
      Agency ServicesFacsimile
      Number: (404)
724-3879


97





To
      the Canadian Funding
                Royal
      Bank of CanadaAgent
      or the
                700
      Place d'YouvilleCanadian
      Issuing Bank:
                Quebec,
      (Quebec)Canada
      G1R 3P2Attention:  Marie-José
      MarceauTelecopy
      number: 418-692-8578To any other Lender:
                the
      address set forth in the Administrative Questionnaire or the Assignment
      and Acceptance Agreement executed by such
Lender





Any
      party hereto may change its address or telecopy number for notices and
      other communications hereunder by notice to the other parties
      hereto.  All such notices and other communications shall, when
      transmitted by overnight delivery, or faxed, be effective when delivered
      for overnight (next-day) delivery, or transmitted in legible form by
      facsimile machine, respectively, or if mailed, upon the third Business Day
      after the date deposited into the mail or if delivered, upon delivery;
      provided, that notices delivered to any Agent, any Issuing Bank or the
      Swingline Lender shall not be effective until actually received by such
      Person at its address specified in this Section
      13.1.





(ii)           Any
agreement of the Agents, the Issuing Banks and the Lenders herein to receive
certain notices by telephone or facsimile is solely for the convenience and at
the request of the Borrower Representative.  The Agents, the Issuing
Banks and the Lenders shall be entitled to rely on the authority of any Person
purporting to be a Person authorized by the Borrower Representative to give such
notice and the Agents, the Issuing Banks and the Lenders shall not have any
liability to the Loan Parties or any other Person on account of any action taken
or not taken by the Agents, the Issuing Banks and the Lenders in reliance upon
such telephonic or facsimile notice.  The obligation of the Borrowers
to repay the Loans and all other Obligations hereunder shall not be affected in
any way or to any extent by any failure of the Agents, the Issuing Banks and the
Lenders to receive written confirmation of any telephonic or facsimile notice or
the receipt by the Agents, the Issuing Banks and the Lenders of a confirmation
which is at variance with the terms understood by the Agents, the Issuing Banks
and the Lenders to be contained in any such telephonic or facsimile
notice.




(b)      
      Electronic
Communications.




(i)           Notices
and other communications to the Lenders and the Issuing Banks hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant
to Article 2
unless such Lender or such Issuing Bank, as applicable, and the Administrative
Agent have agreed to receive notices under such Section by electronic
communication and have agreed to the procedures governing such
communications.  The Administrative Agent or the Borrowers may, in
their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that
approval of such procedures may be limited to particular notices or
communications.


98


(ii)           Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.




Section
13.2.       Waiver;
Amendments.




(a)           No
failure or delay by any Agent, any Issuing Bank or any Lender in exercising any
right or power hereunder or any other Loan Document, and no course of dealing
between any Loan Party, any Agent, any Issuing Bank or any Lender,shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power or
any abandonment or discontinuance of steps to enforce such right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power hereunder or thereunder.  The rights and remedies of
the Agents, the Issuing Banks and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies
provided by law.  No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by the Loan Parties therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section
13.2, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or the issuance
of a Letter of Credit shall not be construed as a waiver of any Default or Event
of Default, regardless of whether any Agent, any Lender or any Issuing Bank may
have had notice or knowledge of such Default or Event of Default at the
time.




(b)           No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Loan Parties therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Borrowers and the Required Lenders or the Borrowers and the Administrative Agent
with the consent of the Required Lenders and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, that no
amendment or waiver shall: (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date fixed for any payment of any principal of,
or interest on, any Loan or LC Disbursement or interest thereon or any fees
hereunder or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date for the termination or reduction of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 4.15(b) or
(c) or 4.16 in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section 13.2 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement, without the
written consent of each Lender; (vii) release all or substantially all
collateral securing any of the Obligations, without the written consent of each
Lender; provided
further, that no such agreement shall amend, modify or otherwise affect
the rights, duties or obligations of any Agent, the Swingline Lender or any
Issuing Bank without the prior written consent of such Person; and provided further no
amendment or waiver shall be made or provided without the written consent of the
Required Canadian Lenders if such amendment or waiver would (i) impair or reduce
the rights and remedies of the Canadian Lenders under the Loan Documents without
similarly impairing or reducing the rights and remedies of the US Lenders under
the Loan Documents or (ii) otherwise alter the pari passu treatment of the
Canadian Revolving Credit Exposure and the US Revolving Credit Exposure, either
as to guaranties or collateral.  Notwithstanding anything contained
herein to the contrary, this Agreement may be amended and restated without the
consent of any Lender (but with the consent of the Borrowers and the
Administrative Agent) if, upon giving effect to such amendment and restatement,
such Lender shall no longer be a party to this Agreement (as so amended and
restated), the Commitments of such Lender shall have terminated (but such Lender
shall continue to be entitled to the benefits of Sections 4.11, 4.12, 4.13 and 13.3), such Lender
shall have no other commitment or other obligation hereunder and shall have been
paid in full all principal, interest and other amounts owing to it or accrued
for its account under this Agreement.




99




Section
13.3.        Expenses;
Indemnification.




(a)           The
US Borrowers shall jointly and severally pay (i) all reasonable, out-of-pocket
costs and expenses of the Administrative Agent and its Affiliates,including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and its
Affiliates, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of the Loan Documents and any
amendments, modifications or waivers thereof (whether or not the transactions
contemplated in this Agreement or any other Loan Document shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by any US Issuing Bank in
connection with the issuance, amendment, renewal or extension of any US Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs
and expenses (including, without limitation, the reasonable fees, charges and
disbursements of outside counsel and the allocated cost of inside counsel)
incurred by the Administrative Agent, any US Issuing Bank or any US Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section 13.3, or in
connection with the Loans made or any US Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of
Credit.




(b)           The
Canadian Borrowers shall jointly and severally pay (i) all reasonable,
out-of-pocket costs and expenses of the Canadian Funding Agent and its
Affiliates,including
the reasonable fees, charges and disbursements of counsel for the Canadian
Funding Agent and its Affiliates, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of the
Loan Documents and any amendments, modifications or waivers thereof (whether or
not the transactions contemplated in this Agreement or any other Loan Document
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
any Canadian Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Canadian Letter of Credit or any demand for payment thereunder
and (iii) all out-of-pocket costs and expenses (including, without limitation,
the reasonable fees, charges and disbursements of outside counsel and the
allocated cost of inside counsel) incurred by the Canadian Funding Agent, the
Canadian Issuing Bank or any Canadian Lender in connection with the enforcement
or protection of its rights in connection with this Agreement, including its
rights under this Section 13.3, or in
connection with the Loans made or any Canadian Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.




100


(c)           The
Borrowers shall jointly and severally indemnify each Agent (and any sub-agent
thereof), each Lender and each Issuing Bank, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Loan Party arising out of,
in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by any Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or Release of
Hazardous Materials on or from any property owned or operated by any Loan Party
or any of its Subsidiaries, or any Environmental Liability related in any way to
any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by any Loan Party, and regardless of whether any Indemnitee is a party
thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by any Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.




(d)           The
US Borrowers shall jointly and severally pay, and hold the Administrative Agent,
each US Issuing Bank, the Swingline Lender and the US Lenders harmless from and
against, any and all present and future stamp, documentary, and other similar
taxes with respect to this Agreement and any other Loan Documents, any
collateral described therein, or any payments due thereunder, and save the
Administrative Agent, each US Issuing Bank, the Swingline Lender and the US
Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission to pay such taxes.  The Canadian
Borrowers shall jointly and severally pay, and hold the Canadian Funding Agent,
the Canadian Issuing Bank, and the Canadian Lenders harmless from and against,
any and all present and future stamp, documentary, and other similar taxes with
respect to this Agreement and any other Loan Documents, any collateral described
therein, or any payments due thereunder, and save the Canadian Funding Agent,
the Canadian Issuing Bank, and the Canadian Lenders harmless from and against
any and all liabilities with respect to or resulting from any delay or omission
to pay such taxes.




(e)           To
the extent that the Borrowers fail to pay any amount required to be paid to the
Administrative Agent under clauses (a), (b), (c) or (d) hereof, each Lender
severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share
(determined as of the time that the unreimbursed expense or indemnity payment is
sought based on all Commitments) of such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.  To the extent that the
Borrowers fail to pay any amount required to be paid to any US Issuing Bank or
the Swingline Lender under clauses (a), (b), (c) or (d) hereof, each Extended US
Lender severally agrees to pay to such US Issuing Bank or the Swingline Lender,
as the case may be, such US Lender’s Pro Rata Share (determined as of the time
that the unreimbursed expense or indemnity payment is sought based upon the
Extended US Revolving Commitments) of such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such US Issuing
Bank or the Swingline Lender in its capacity as such.  To the extent
that the Borrowers fail to pay any amount required to be paid to the Canadian
Funding Agent or the Canadian Issuing Bank under clauses (a), (b), (c) or (d)
hereof, each Canadian Lender severally agrees to pay to the Canadian Funding
Agent and the Canadian Issuing Bank such Lender’s Pro Rata Share (determined as
of the time that the unreimbursed expense or indemnity payment is sought based
upon the Canadian Revolving Commitments) of such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Canadian
Funding Agent or the Canadian Issuing Bank in its capacity as such.




101


(f)           To
the extent permitted by applicable law, no Borrower shall assert, and each
Borrower hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to actual or direct damages) arising out of, in connection with or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
transactions contemplated therein, any Loan or any Letter of Credit or the use
of proceeds thereof.




(g)           All
amounts due under this Section 13.3 shall be
payable promptly after written demand therefor.




Section
13.4.        Successors and
Assigns.




(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrowers may not assign or otherwise transfer any of their
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section
or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.




(b)           Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Revolving Credit Exposure at the time owing to it); provided that any
such assignment shall be subject to the following conditions:




(i)          Minimum
Amounts.





(A)          in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitments and the Revolving Credit Exposure at the time owing to it
or in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, no minimum amount need be assigned; and





(B)           in
any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment being assigned (which for this purpose includes
Revolving Credit Exposure outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of each
Tranche of Revolving Credit Exposure of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000, unless each of the Administrative Agent, and, so long
as no Event of Default has occurred and is continuing, the Borrower
Representative otherwise consents (each such consent not to be unreasonably
withheld or delayed).


102





(ii)         Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Revolving Credit Exposure
or the Commitment assigned, except that this clause (ii) shall not prohibit any
Lender from assigning all or a portion of its rights and obligations in any
Tranche of Loans without a pro
rata assignment of its rights and obligations under any other
Tranche.





(iii)        Required
Consents.  No consent shall be required for any assignment
except to the extent required by paragraph (b)(i)(B) of this Section and, in
addition:





(A)          the
consent of the Borrower Representative (such consent not to be unreasonably
withheld or delayed) shall be required unless (x) an Event of Defaulthas occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund or (z) a Person is taking delivery
of an assignment in connection with physical settlement of a credit derivatives
transaction; provided, that, the Borrower
Representative shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within
five (5) Business Days after having received notice thereof;





(B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not a
Lender with a Commitment; and





(C)           the
consent of each US Issuing Bank and the Swingline Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in
respect of the Extended US Revolving Commitments, and the consent of the
Canadian Issuing Bank and Canadian Funding Agent (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in
respect of the Canadian Revolving Commitments.





(iv)       Assignment and
Acceptance.  The parties to each assignment shall deliver to
the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a
processing and recordation fee of $3,500, (C) an Administrative
Questionnaire unless the assignee is already a Lender and (D) the documents
required under Section
4.13 if such assignee is a Foreign Lender.





(v)        No Assignment to Loan
Parties.  No such assignment shall be made to any Loan Party or
any Affiliates or Subsidiaries thereof.





(vi)       No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.





(vii)      Canadian Lender Assignment
Restriction.  No such assignment shall be made by a Canadian
Lender to a non-resident person (other than an authorized foreign bank deemed to
be  resident of Canada with respect to all payments made hereunder) or
a partnership that is not a Canadian partnership for purposes of Part XIII of
the ITA, unless an Event of Default has occurred and is continuing or the
Department of Finance (Canada) has publicly proposed legislation to amend the
ITA applicable to interest payments on the Canadian Obligations which has the
effect of eliminating Canadian withholding tax thereon under Part XIII of the
ITA if paid to an non-resident of Canada.


103





Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 13.4, from
and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
Sections 4.11, 4.12, 4.13 and 13.3 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section
13.4.  If the consent of the Borrower Representative to an
assignment is required hereunder (including a consent to an assignment which
does not meet the minimum assignment thresholds specified above), the Borrower
Representative shall be deemed to have given its consent ten (10) days after the
date notice thereof has actually been delivered by the assigning Lender (through
the Administrative Agent) to the Borrower Representative, unless such consent is
expressly refused by the Borrower Representative prior to such tenth
day.


(c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at one of its offices in Atlanta, Georgia a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans, Extended Revolving Credit Exposure and
Non-Extended US Revolving Credit Exposure owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  Information
contained in the Register with respect to any Lender shall be available for
inspection by such Lender at any reasonable time and from time to time upon
reasonable prior notice; information contained in the Register shall also be
available for inspection by the Borrower Representative at any reasonable time
and from time to time upon reasonable prior notice.  In establishing
and maintaining the Register, Administrative Agent shall serve as the agent of
the Borrowers solely for tax purposes and solely with respect to the actions
described in this Section, and the
Borrowers jointly and severally agree that, to the extent SunTrust Bank serves
in such capacity, SunTrust Bank and its officers, directors, employees, agents,
sub-agents and affiliates shall constitute “Indemnitees.”




(d)           Without
the consent of, or notice to, any Agent, the Swingline Lender or any Issuing
Bank, but with the consent of the Borrower Representative (such consent not to
be unreasonably withheld or delayed), any Lender may at any time sell
participations to any Person (other than a natural person, the Loan Parties or
any of the Affiliates or Subsidiaries thereof) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrowers, the
Agents, the Lenders, Issuing Banks and Swingline Lender shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and (iv) no consent of the Borrower
Representative shall be required at any time that a Default or Event of Default
has occurred and is continuing or in connection with the sale of a participation
to a Lender, an Affiliate of a Lender or an Approved Fund.




104




(e)           Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following to the extent affecting such
Participant:  (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the date fixed for any payment of any principal of, or interest
on, any Loan or LC Disbursement or interest thereon or any fees hereunder or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 4.15(b) or
(c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section 13.4 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement without the written
consent of each Lender except to the extent such release is expressly provided
under the terms of such guaranty agreement; or (vii) release all or
substantially all collateral (if any) securing any of the
Obligations.  Subject to paragraph (e) of this Section 13.4, the
Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.11, 4.12, and 4.13 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section
13.4.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 13.7 as
though it were a Lender, provided such Participant agrees to be subject to Section 4.15 as
though it were a Lender.




(f)           A
Participant shall not be entitled to receive any greater payment under Section 4.11 and
Section 4.13
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower Representative’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 4.13unless the Borrower
Representative is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with Section 4.13(e) as
though it were a Lender.




(g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.




Section
13.5.        Governing Law; Jurisdiction;
Consent to Service of Process.




(a)           This
Agreement and the other Loan Documents shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles
thereof except for Sections 5-1401 and 5-1402 of the New York General
Obligations Law) of the State of New York.




(b)           Each
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusivejurisdiction of the
United States District Court of the Southern District of New York, the Supreme
Court of the State of New York sitting in New York county and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Loan Document or the transactions contemplated
hereby or thereby, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York state court or, to the extent permitted by applicable law, such
Federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement or any other Loan Document
shall affect any right that any Agent, any Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against any Borrower or its properties in the courts of
any jurisdiction.




105


(c)           Each
Borrower irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section 13.5 and
brought in any court referred to in paragraph (b) of this Section
13.5.  Each of the parties hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.




(d)           Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section
13.1.  Nothing in this Agreement or in any other Loan Document
will affect the right of any party hereto to serve process in any other manner
permitted by law.


Section
13.6.       WAIVER OF
JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




Section
13.7.       Right of
Setoff.  In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, each
Lender and each Issuing Bank shall have the right, at any time or from time to
time upon the occurrence and during the continuance of an Event of Default,
without prior notice to the Borrowers, any such notice being expressly waived by
each Borrower to the extent permitted by applicable law, to set off and apply
against all deposits (general or special, time or demand, provisional or final)
of the Borrowers at any time held or other obligations at any time owing by such
Lender or Issuing Bank to or for the credit or the account of any Borrower
against any and all Obligations held by such Lender or Issuing Bank, as the case
may be, irrespective of whether such Lender or Issuing Bank shall have made
demand hereunder and although such Obligations may be unmatured.  Each
Lender and each Issuing Bank agree promptly to notify the Administrative Agent
and the Borrower Representative after any such set-off and any application made
by such Lender or Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.  Each Lender and each Issuing Bank agrees to apply all
amounts collected from any such set-off to the Obligations before applying such
amounts to any other Indebtedness or other obligations owed by the Loan Parties
to such Lender or Issuing Bank.




Section
13.8.       Counterparts;
Integration.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  This Agreement, the Fee
Letter, the other Loan Documents, and any separate letter agreement(s) relating
to any fees payable to the Administrative Agent constitute the entire agreement
among the parties hereto and thereto regarding the subject matters hereof and
thereof and supersede all prior agreements and understandings, oral or written,
regarding such subject matters.  Delivery of executed signature pages
to any Loan Document by facsimile or electronic mail transmission shall be
effective as delivery of a manually executed counterpart thereof.




106


Section
13.9.       Survival.  All
covenants, agreements, representations and warranties made by the Loan Parties
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that any Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated.  The provisions of Sections 4.11, 4.12, 4.13, and 13.3 and Article XI shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.  All representations and
warranties made herein, in the certificates, reports, notices, and other
documents delivered pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the other Loan Documents, and the making of the
Loans and the issuance of the Letters of Credit.




Section
13.10.     Severability.  Any
provision of this Agreement or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.




Section
13.11.     Confidentiality.  Each
of the Agents, the Issuing Banks and the Lenders agrees to take normal and
reasonable precautions to maintain the confidentiality of any information
designated in writing as confidential and provided to it by the Loan Parties,
except that such information may be disclosed (i) to any Related Party of any
Agent, any Issuing Bank or any such Lender, including without limitation
accountants, legal counsel and other advisors, (ii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(iii) to the extent requested by any regulatory agency or authority, (iv) to the
extent that such information becomes publicly available other than as a result
of a breach of this Section 13.11, or
which becomes available to any Agent, any Issuing Bank, any Lender or any
Related Party of any of the foregoing on a non-confidential basis from a source
other than the Loan Parties, (v) in connection with the exercise of any remedy
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, and (vi) subject to provisions substantially
similar to this Section 13.11, to any
actual or prospective assignee or Participant, or (vii) with the consent of the
Borrower Representative.  Any Person required to maintain the
confidentiality of any information as provided for in this Section 13.11 shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential
information.




107





Section
13.12.    Interest
Rate Limitation.  (a) Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any US Loan, together
with all fees, charges and other amounts which may be treated as interest on
such Loan under applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate of interest (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by a US Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section 13.12(a)
shall be cumulated and the interest and Charges payable to such Lender in
respect of other US Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Rate to the date of repayment (to the extent
permitted by applicable law), shall have been received by such
Lender.




(b)          Criminal Rate of
Interest.  Notwithstanding any other provisions of this
Agreement or any other Loan Document, in no event shall any Loan Document
require the payment or permit the collection of interest or other amounts in an
amount or at a rate in excess of the amount or rate that is permitted by law or
in an amount or at a rate that would result in the receipt by the Lenders or the
Agents of interest at a criminal rate, as the terms “interest” and “criminal
rate” are defined under the Criminal Code
(Canada).  Where more than one such law is applicable to any Loan
Party, such Loan Party shall not be obliged to make payment in an amount or at a
rate higher than the lowest amount or rate permitted by such laws.  If
from any circumstances whatever, fulfillment or any provision of this Agreement
or any other Loan Document shall involve transcending the limit of validity
prescribed by any applicable law for the collection or charging of interest, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any such circumstances the Canadian Funding Agent or the Canadian
Lenders shall ever receive anything of value as interest or deemed interest
under this Agreement or any Loan Document in an amount that would exceed the
highest lawful rate of interest permitted by any applicable law, such amount
that would be excessive interest shall be applied to the reduction of the
principal amount of the relevant Commitment, and not to the payment of interest,
or if such excessive interests exceeds the unpaid principal balance of the
relevant Commitment, the amount exceeding the unpaid balance shall be refunded
to the applicable Loan Party.  In determining whether or not the
interest paid or payable under any specified contingency exceeds the highest
lawful rate, the Loan Parties, the Canadian Funding Agent or the Canadian
Lenders shall, to the maximum extent permitted by applicable law (a)
characterize any non-principal payment as an expense, fee or premium rather than
as interest, (b) exclude voluntary prepayments and the effects thereof, (c)
amortize, prorate, allocate and spread the total amount of interest throughout
the term of such indebtedness so that interest thereon does not exceed the
maximum amount permitted by applicable law, or (d) allocate interest between
portions of such indebtedness to the extent that no such portion shall bear
interest at a rate greater than that permitted by applicable law.





Section
13.13.    Waiver of
Effect of Corporate Seal.  Each of
the Borrowers represents and warrants that neither it nor any other Loan Party
is required to affix its corporate seal to this Agreement or any other Loan
Document pursuant to any requirement of law or regulation, agrees that this
Agreement is delivered by the Loan Parties under seal and waives any shortening
of the statute of limitations that may result from not affixing the corporate
seal to this Agreement or such other Loan Documents.




Section
13.14.     Patriot
Act.Each Agent
and each Lender hereby notifies the Loan Parties that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of such Loan Party and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Loan Party in accordance with the Patriot
Act.  Each Borrower shall, and shall cause each other Loan Party to,
provide to the extent commercially reasonable, such information and take such
other actions as are reasonably requested by the Administrative Agent or any
Lender in order to assist the Administrative Agent and the Lenders in
maintaining compliance with the Patriot Act.




108




Section
13.15.    Location
of Closing.Each Lender
acknowledges and agrees that it has delivered, with the intent to be bound, its
executed counterparts of this Agreement to the Administrative Agent, c/o King
& Spalding LLP, 1185 Avenue of the Americas, New York, New
York  10036.  The Borrowers acknowledge and agree that they
have delivered, with the intent to be bound, the executed counterparts of this
Agreement and each other Loan Document, together with all other documents,
instruments, opinions, certificates and other items required under Section 5.1, to the
Administrative Agent, c/o King & Spalding LLP, 1185 Avenue of the Americas,
New York, New York  10036.  All parties agree that closing
of the transactions contemplated by this Agreement has occurred in New
York.




Section
13.16.   Amendment
and Restatement.  Effective upon satisfaction of the conditions
set forth in Section
5.1, this Agreement amends, restates, supersedes and replaces the
Existing Credit Agreement in its entirety.  This Agreement constitutes
an amendment and restatement of the Existing Credit Agreement and is not, and is
not intended by the parties to be, a novation of the Existing Credit
Agreement.  All rights and obligations of the parties shall continue
in effect, except as otherwise expressly set forth herein.  Without
limiting the foregoing, no Default or Event of Default existing under the
Existing Credit Agreement as of the Restatement Date shall be deemed waived or
cured by this amendment and restatement thereof, except to the extent that such
Default or Event of Default would not otherwise be a Default or Event of Default
hereunder after giving effect to the provisions hereof.  The Revolving
Commitments of the Lenders under this Agreement after giving effect to this
amendment and restatement are set forth on Schedule
II.  All references in the other Loan Documents to the Credit
Agreement shall be deemed to refer to and mean this Agreement, as the same may
be further amended, supplemented, and restated from time to time.




Section
13.17.    Currency
Provisions.




(a)       If
payment is not made in the currency due under this Agreement (the “Contractual
Currency”) or if any court or tribunal shall render a judgment or order
for the payment of amounts due hereunder or under any promissory notes issued
pursuant hereto and such judgment is expressed in a currency other than the
Contractual Currency, the relevant Borrower shall indemnify and hold the
relevant Lenders harmless against any deficiency incurred by such Lenders with
respect to the amount received by such Lenders to the extent the rate of
exchange at which the Contractual Currency is convertible into the currency
actually received or the currency in which the judgment is expressed (the “Received Currency”)
is not the reciprocal of the rate of exchange at which the Administrative Agent
would be able to purchase the Contractual Currency with the Received Currency,
in each case on the Business Day following receipt of the Received Currency in
accordance with normal banking procedures.  If the court or tribunal
has fixed the date on which the rate of exchange is determined for the
conversion of the judgment currency into the Contractual Currency (the “Currency Conversion
Date”) and if there is a change in the rate of exchange prevailing
between the Currency Conversion Date and the date of receipt by the relevant
Lenders, then the relevant Borrower will, notwithstanding such judgment or
order, pay such additional amount (if any) as may be necessary to ensure that
the amount paid in the Received Currency when converted at the rate of exchange
prevailing on the date of receipt will produce the amount then due to the
relevant Lenders from such Borrower hereunder in the Contractual
Currency.




109


(b)       If
a Borrower shall wind up, liquidate, dissolve or become a debtor in bankruptcy
while there remains outstanding:  (i) any amounts owing to the Lenders
hereunder or under the other Loan Documents, (ii) any damages owing to the
Lenders in respect of a breach of any of the terms hereof, or (iii) any judgment
or order rendered in respect of such amounts or damages, such Borrower shall
indemnify and hold the Lenders harmless against any deficiency with respect to
the Contractual Currency in the amounts received by the Lenders arising or
resulting from any variation as between:  (i) the rate of
exchange at which the Contractual Currency is converted into another currency
(the “Liquidation
Currency”) for purposes of such winding-up, liquidation, dissolution or
bankruptcy with regard to the amount in the Contractual Currency due or
contingently due hereunder, under the other Loan Documents or under any judgment
or order to which the relevant obligations hereunder or under the other Loan
Documents shall have been merged and (ii) the rate of exchange at which
Administrative Agent would, in accordance with normal banking procedures, be
able to purchase the Contractual Currency with the Liquidation Currency at the
earlier of (A) the date of payment of such amounts or damages and (B) the
final date or dates for the filing of proofs of a claim in a winding-up,
liquidation, dissolution or bankruptcy.  As used in the preceding
sentence, the “final date” or dates for the filing of proofs of a claim in a
winding-up, liquidation, dissolution or bankruptcy shall be the date fixed by
the liquidator under the applicable law as being the last practicable date as of
which the liabilities of such Borrower may be ascertained for such winding-up,
liquidation, dissolution or bankruptcy before payment by the liquidator or other
appropriate Person in respect thereof.




(remainder
of page left intentionally blank)


110


Schedule
I





Part A





Pricing
Grid for Non-Extended US Revolving Commitments





APPLICABLE MARGIN AND
APPLICABLE PERCENTAGE FOR NON-EXTENDED US


REVOLVING
COMMITMENTS





Pricing
                          Level
                        
                        Leverage Ratio
                        
                        Applicable Margin for
                          Eurodollar Loans
                        
                        Applicable Margin for
                          Base Rate Loans
                        
                        Applicable Percentage for
                          Commitment FeeI
                        
                        <
      2.00:1.0
                        
                        0.55%
      per annum
                        
                        0.00%
      per annum
                        
                        0.125%
      per annumII
                        
                        > 2.00:1.0
      but < 2.50:1.0
                        
                        0.70%
      per annum
                        
                        0.00%
      per annum
                        
                        0.150%
      per annumIII
                        
                        > 2.50:1.0
      but < 3.00:1.0
                        
                        0.85%
      per annum
                        
                        0.00%
      per annum
                        
                        0.175%
      per annumIV
                        
                        > 3.00:1.0
      but < 3.75:1.0
                        
                        1.00%
      per annum
                        
                        0.00%
      per annum
                        
                        0.200%
      per annumV
                        
                        > 3.75:1.0
      but < 4.00:1.0
                        
                        1.25%
      per annum
                        
                        0.00%
      per annum
                        
                        0.250%
      per annumVI
                        
                        >
      4.00:1.0
                        
                        1.50%
      per annum
                        
                        0.00%
      per annum
                        
                        0.250%
      per
annum





Part B





Pricing
Grid for Extended Commitments





APPLICABLE MARGIN AND
APPLICABLE PERCENTAGE FOR EXTENDED


COMMITMENTS





Pricing
                          Level
                        
                        Leverage
                          Ratio
                        
                        Applicable Margin for
                          Eurodollar Loans and
                          Bankers’ Acceptances
                        
                        Applicable Margin for
                          Base Rate Loans and
                          Canadian Prime Loans
                        
                        Applicable
                          Percentage for
                          Commitment FeeI
                        
                        <
      2.00:1.0
                        
                        1.50%
      per annum
                        
                        0.50%
      per annum
                        
                        0.250%
      per annumII
                        
                        > 2.00:1.0
      but < 2.50:1.0
                        
                        1.75%
      per annum
                        
                        0.75%
      per annum
                        
                        0.250%
      per annumIII
                        
                        > 2.50:1.0
      but < 3.00:1.0
                        
                        2.00%
      per annum
                        
                        1.00%
      per annum
                        
                        0.250%
      per annumIV
                        
                        > 3.00:1.0
      but < 3.75:1.0
                        
                        2.25%
      per annum
                        
                        1.25%
      per annum
                        
                        0.375%
      per annumV
                        
                        > 3.75:1.0
      but < 4.00:1.0
                        
                        2.50%
      per annum
                        
                        1.50%
      per annum
                        
                        0.375%
      per annumVI
                        
                        >
      4.00:1.0
                        
                        2.75%
      per annum
                        
                        1.75%
      per annum
                        
                        0.500%
      per
annum





Schedule
II





COMMITMENT
AMOUNTS





Lender
                    
                    Non-
                      Extended US
                      Revolving
                      Commitment
                      Amount
                      (Before
                      Reduction)
                    
                    
                    Non-Extended
                      US Revolving
                      Commitment
                      Amount (After
                      Reduction)
                    
                    
                    Extended US
                      Revolving
                      Commitment
                      Amount
                    
                    
                    Canadian
                      Revolving
                      Commitment
                      Amount
                    
                    
                    DnB Revolving
                      Commitment AmountSunTrust
      Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    85,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Regions
      Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    85,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0DnB
      NOR Bank ASA
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    85,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    65,000,000Compass
      Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    75,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Rabobank
      International
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    65,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Branch
      Banking & Trust Co.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    65,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Wells
      Fargo Bank, N.A.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    65,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0BNP
      Paribas
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    65,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Union
      Bank, N.A.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    50,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Capital
      One, N.A.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    45,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Citibank,
      N.A.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    40,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Whitney
      National Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    40,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0US
      Bank, National Association
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    30,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0JPMorgan
      Chase Bank, N.A.
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    30,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Comerica
      Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    25,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Iberia
      Bank
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    15,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Bank
      Leumi USA
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    10,000,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0Royal
      Bank of Canada
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    30,000,000
                    
                    
                    $
                    0Mizuho
      Corporate Bank, Ltd.
                    
                    $
                    40,000,000
                    
                    
                    $
                    27,368,421
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0The
      Royal Bank of Scotland plc
                    
                    $
                    40,000,000
                    
                    
                    $
                    27,368,421
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Bank
      of Montreal
                    
                    $
                    40,000,000
                    
                    
                    $
                    27,368,421
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Bank
      of America, N.A.
                    
                    $
                    40,000,000
                    
                    
                    $
                    27,368,421
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Bank
      of Ireland
                    
                    $
                    30,000,000
                    
                    
                    $
                    20,526,316
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Total
                    
                    $
                    190,000,000
                    
                    
                    $
                    130,000,000
                    
                    
                    $
                    875,000,000
                    
                    
                    $
                    30,000,000
                    
                    
                    $
                    65,000,000









EXHIBIT
A




FORM OF ASSIGNMENT AND
ACCEPTANCE




[date
to be supplied]





Reference
is made to the Amended and Restated Revolving Credit Agreement dated as of June
18, 2010 (as amended, restated, supplemented or otherwise modified from time to
time and in effect on the date hereof, the “Credit Agreement”),
among International-Matex Tank Terminals, a Delaware general partnership,
IMTT-Bayonne, a Delaware general partnership, IMTT-Quebec Inc., a Canadian
corporation and IMTT-NTL, Ltd., a Canadian corporation, certain lenders party
thereto from time to time, Royal Bank of Canada,as Canadian Issuing Bank and
Canadian Funding Agent, and SunTrust Bank, as US Issuing Bank, Swingline Lender
and Administrative Agent. Terms defined in the Credit Agreement are used herein
with the same meanings.




[name of assignor](the “Assignor”) hereby
sells and assigns, without recourse, to [name of assignee] (the “Assignee”) designated
below, and the Assignee hereby purchases and assumes, without recourse, from the
Assignor, effective as of the Assignment Date set forth below, the interests set
forth below (the “Assigned Interest”)
in the Assignor’s rights and obligations under the Credit Agreement, including,
without limitation, the interests set forth below in (i) the Extended US
Revolving Commitment and/or the Non-Extended US Revolving Commitment and/or the
Canadian Revolving Commitment and/or the DnB NOR Commitment (as the case may be)
of the Assignor on the Assignment Date and (ii) the Extended US Revolving Loans
and/or Non-Extended US Revolving Loans and/or the Canadian Revolving Loans
and/or DnB NOR Loans (as the case may be) owing to the Assignor that are
outstanding on the Assignment Date, together with the participations in the US
LC Exposure, Canadian LC Exposure and the Swingline Exposure, as applicable, of
the Assignor on the Assignment Date, but excluding accrued interest and fees to
and excluding the Assignment Date.  The Assignee hereby acknowledges
receipt of a copy of the Credit Agreement.  From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent of the Assigned Interest, relinquish its rights
and be released from its obligations under the Credit Agreement.




This
Assignment and Acceptance is being delivered to the Administrative Agent
together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 4.13(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if
the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee.  The Assignee shall pay the fee
payable to the Administrative Agent pursuant to Section 13.4(b) of the
Credit Agreement.




The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (ii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby, and in the case of an Assignment and Assumption of a Canadian Revolving
Commitment, Canadian Revolving Loan or Canadian LC Exposure, if Assignor is a
non-resident person (other than an authorized foreign bank deemed to be resident
of Canada with respect to all payments to be made with respect to the Assigned
Interest) or a partnership that is not a Canadian partnership for purposes of
Part XIII of the ITA, Assignor is a resident of [____ ], and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrowers, any of their Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrowers, any of their Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan
Document.




Exhibit
A-1




The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) all requirements set forth in Section
13.4 of the Credit Agreement have been satisfied (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and,  to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy
of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 7.1 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on any Agent or any other
Lender, and (v) if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on any Agent,
the Assignor or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a
Lender.




Choose in the
alternative [Alternative
A: From and after the Effective Date, the applicable Agent shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.]  [Alternative B:  From
and after the Effective Date, the applicable Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignee whether such amounts have accrued prior
to, on or after the Effective Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the applicable Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.]




This
Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns.  This
Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption.  This Assignment and Acceptance shall be
governed by and construed in accordance with the laws of the State of New
York.




Assignment
Date:




Legal
Name of Assignor:




Legal
Name of Assignee:





Assignee’s
Address for Notices:




Exhibit
A-2




Effective
Date of Assignment:


(“Effective
Date”):





Facility
                  
                  Amount of
                    Commitment
                    Assigned
                  
                  
                  Amount of Loans
                    Assigned
                  
                  
                  Percentage Assigned of
                    CommitmentCanadian
      Revolving Commitment
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  
                  
                  %Extended
      US Revolving Commitment
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  
                  
                  %Non-Extended
      US Revolving Commitment
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  
                  
                  %DnB
      NOR Commitment
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  
                  
                  %





The terms
set forth above are hereby agreed to:





[Name of Assignor], as
      Assignor
                                          
                                          [Name of Assignee], as
      AssigneeBy:
                                          
                                          
                                          By:Name:
                                          
                                          
                                          
                                          
                                          Name:Title:
                                          
                                          
                                          
                                          
                                          Title:





The undersigned hereby consent to the
within assignment:




INTERNATIONAL-MATEX
      TANK TERMINALS,
                  as
      Borrower RepresentativeByName:Title:





SUNTRUST
      BANK,as
      Administrative Agent:By:Name:Title:




Exhibit
A-3




[APPLICABLE ISSUING
      BANK1]as
      Issuing Bank:By:Name:Title:





[SUNTRUST BANK]as
      Swingline Lender:By:Name:Title:







1 Consent of the applicable US Issuing
Banks and Swingline Lender are required for any assignment of US Revolving
Commitments.  Consent of the Canadian Issuing Bank is required for any
assignment of the Canadian Revolving Commitments.




Exhibit
A-4




EXHIBIT
2.3


FORM OF NOTICE OF US
REVOLVING BORROWING




[Date]





SunTrust
Bank,


as
Administrative Agent


for
the Lenders referred to below


303
Peachtree Street, N.E.


Atlanta,
GA  30308





Ladies
and Gentlemen:





Reference
is made to the Amended and Restated Revolving Credit Agreement dated as of June
18, 2010 (as amended, restated, supplemented or otherwise modified from time to
time and in effect on the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time (the “Lenders”), Royal Bank
of Canada,as Canadian
Issuing Bank and Canadian Funding Agent and SunTrust Bank, as a US Issuing Bank,
Swingline Lender and Administrative Agent.  Terms defined in the
Credit Agreement are used herein with the same meanings.  This notice
constitutes a Notice of US Revolving Borrowing, and the Borrower Representative
hereby requests a US Revolving Borrowing under the Credit Agreement, and in that
connection the Borrower Representative specifies the following information with
respect to the US Revolving Borrowing requested hereby:




(A)
            Aggregate
      principal amount of US Revolving Borrowing2:
      ___________________




(B)
            Date
      of US Revolving Borrowing  (which is a Business Day):
      __________________




(C)
            Commitments
      under which Borrowing will be made3:
      [Extended US Revolving Commitments][Non-Extended US Revolving
      Commitments]




(D)
            Interest
      Rate basis4:
      ___________________




(E)
            Interest
      Period5:
      ______________________




(F)
            Applicable
      US Borrower:___________________







2
            Not
      less than $2,000,000 and an integral multiple of $1,000,000 for Eurodollar
      Borrowing and not less than $1,000,000 or a larger multiple of $100,000
      for Base Rate Borrowing


3
            Subject
      to the provisions of Section 2.2(c) of the Credit
    Agreement.


4
            Eurodollar
      Borrowing or Base Rate Borrowing.


5
            In
      the case of a Eurodollar Borrowing, which must comply with the definition
      of “Interest Period” and end not later than (a) the Non-Extended
      Commitment Termination Date for Non-Extended US Revolving Loans, (b) the
      Extended Commitment Termination Date for Extended Revolving
      Loans




Exhibit
2.3-1




(G)
            Location
      and number of account of the applicable US Borrower to which the proceeds
      of US Revolving Borrowing are to be disbursed:
      ___________________




The
Borrower Representative hereby represents and warrants that the conditions
specified in paragraphs (a), (b), (c) and (d) of Section 5.2 of the
Credit Agreement are satisfied.




Very
      truly yours,INTERNATIONAL-MATEX
      TANK TERMINALS,
                as
      Borrower RepresentativeBy:Name:Title:




Exhibit
2.3-2




EXHIBIT
2.4




FORM OF NOTICE OF SWINGLINE
BORROWING


[Date]





SunTrust
Bank,


as
Administrative Agent


for
the Lenders referred to below


303
Peachtree Street, N.E.


Atlanta,
GA  30308





Ladies
and Gentlemen:





Reference
is made to the Amended and Restated Revolving Credit Agreement dated as of June
18, 2010 (as amended, restated, supplemented or otherwise modified from time to
time and in effect on the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time (the “Lenders”), Royal Bank
of Canada,as Canadian
Issuing Bank and Canadian Funding Agent and SunTrust Bank, as US Issuing Bank,
Swingline Lender and Administrative Agent.  Terms defined in the
Credit Agreement are used herein with the same meanings.  This notice
constitutes a Notice of Swingline Borrowing, and the Borrower Representative
hereby requests a Swingline Borrowing under the Credit Agreement, and in that
connection the Borrower Representative specifies the following information with
respect to the Swingline Borrowing requested hereby:




(A)
            Applicable
      US Borrower:
_______________________




(B)
            Principal
      amount of Swingline Loan:
____________________




(C)
            Date
      of Swingline Loan (which is a Business
      Day)  ____________________




(D)
            Location
      and number of applicable US Borrower’s account to which proceeds of
      Swingline Loan are to be disbursed:
  ____________________




The
Borrower Representative hereby represents and warrants that the conditions
specified in paragraphs (a), (b), (c) and (d) of Section 5.2 of the
Credit Agreement are satisfied.




Very
      truly yours,INTERNATIONAL-MATEX TANK
      TERMINALS,
                as
      Borrower RepresentativeBy:Name:Title:




Exhibit
2.4-2




EXHIBIT
2.8




FORM OF NOTICE OF US
CONVERSION/CONTINUATION





[Date]





SunTrust
Bank,


as
Administrative Agent


for
the Lenders referred to below


303
Peachtree Street, N.E.


Atlanta,
GA  30308





Ladies
and Gentlemen:





Reference
is made to the Amended and Restated Revolving Credit Agreement dated as of June
18, 2010 (as amended, restated, supplemented or otherwise modified from time to
time and in effect on the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time (the “Lenders”), Royal Bank
of Canada,as Canadian
Issuing Bank and Canadian Funding Agent and SunTrust Bank, as US Issuing Bank,
Swingline Lender and Administrative Agent.  Terms defined in the
Credit Agreement are used herein with the same meanings.  This notice
constitutes a Notice of US Conversion/Continuation and the Borrower
Representative hereby requests the conversion or continuation of a Base Rate
Borrowing or Eurodollar Borrowing under the Credit Agreement, and in that
connection the Borrower Representative specifies the following information with
respect to the Base Rate Borrowing or Eurodollar Borrowing to be converted or
continued as requested hereby:




(A)
            Base
      Rate Borrowing or Eurodollar Borrowing to which this request applies6:
      ______________________




(B)
            Tranche
      of Base Rate Borrowing or Eurodollar Borrowing to be converted/continued:
      _____________________




(C)
            Principal
      amount of Base Rate Borrowing or Eurodollar Borrowing to be
      converted/continued:
______________________




(D)
            Effective
      date of election (which is a Business Day):
      ______________________




(E)
            Interest
      rate basis: ______________________




(F)
            Interest
      Period7:
      ______________________







6 If
different options are being elected with respect to different portions, the
portions that are to be allocated to each resulting Borrowing shall be set forth
as well as information required under (B) - (E) for such resulting
Borrowing


7
            In
      the case of a resulting Eurodollar Borrowing, which must comply with the
      definition of “Interest Period” and end not later than (a) the
      Non-Extended Commitment Termination Date for Non-Extended US Revolving
      Loans, (b) the Extended Commitment Termination Date for Extended Revolving
      Loans or (c) the DnB NOR Commitment Termination Date for DnB NOR
      Loans.




Exhibit
2.8-1




Very
      truly yours,INTERNATIONAL-MATEX TANK
      TERMINALS,
                  as
      Borrower RepresentativeBy:Name:Title:




Exhibit
2.8-2




EXHIBIT
3.3(a)





FORM OF NOTICE OF CANADIAN
PRIME RATE BORROWING





[Date]





Royal
Bank of Canada,


as
Canadian Funding Agent for the


Canadian
Lenders


700 Place
d'Youville


Quebec,
(Quebec)


Canada
G1R 3P2





Ladies
and Gentlemen:





Reference is made to the Amended and
Restated Revolving Credit Agreement dated as of June 18, 2010 (as amended,
restated, supplemented or otherwise modified from time to time and in effect on
the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time, Royal Bank of Canada,as Canadian Issuing Bank and
Canadian Funding Agent, and SunTrust Bank, as US Issuing Bank, Swingline Lender
and Administrative Agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.  This notice constitutes a Notice
of Canadian Prime Rate Borrowing, and the Borrower Representative hereby
requests a Canadian Prime Rate Borrowing under the Credit Agreement, and in that
connection the Borrower Representative specifies the following information with
respect to the Canadian Prime Rate Borrowing requested hereby:





(A)
            Aggregate
      principal amount of Canadian Prime Rate Borrowing1:
      ____________________





(B)
            Date
      of Canadian Prime Rate Borrowing (which is a Business Day):
      ____________________





(C)
            Canadian
      Borrower making the Canadian Prime Rate
  Borrowings:


____________________





(D)
            Location
      and number of applicable Canadian Borrower’s account to which proceeds of
      Canadian Prime Rate Borrowing are to be disbursed:
      ____________________





The Borrower Representative hereby
represents and warrants that the conditions specified in paragraphs (a),
(b), (c) and (d) of Section 5.2 of the Credit Agreement are
satisfied.





1 Not less than Cdn.$100,000 or a larger
multiple thereof.


Very
      truly yours,INTERNATIONAL-MATEX TANK
      TERMINALS,as
      Borrower RepresentativeBy:Name:Title:


Exhibit
3.3(a)-1






EXHIBIT
3.4(a)





FORM OF NOTICE OF BANKERS’
ACCEPTANCES





[Date]





Royal
Bank of Canada,


as
Canadian Funding Agent for the


Canadian
Lenders


700 Place
d'Youville


Quebec,
(Quebec)


Canada
G1R 3P2





Ladies
and Gentlemen:





Reference is made to the Amended and
Restated Revolving Credit Agreement dated as of June 18, 2010 (as amended,
restated, supplemented or otherwise modified from time to time and in effect on
the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time, Royal Bank of Canada,as Canadian Issuing Bank and
Canadian Funding Agent, and SunTrust Bank, as US Issuing Bank, Swingline Lender
and Administrative Agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.  This notice constitutes a Notice
of Bankers’ Acceptances.





(1)           [The
Borrower Representative hereby requests that a Bankers’ Acceptance be issued
pursuant to Section 3.4 of the Credit Agreement.]  [The Borrower
Representative hereby requests that [$____________________] of Canadian Prime
Rate Loans be converted into Bankers’ Acceptances.] [The Borrower Representative
hereby requests that [$______________________] of Bankers’ Acceptances with a
Canadian Contract Period ending on [__________________] be refinanced through
the issuance of new Bankers’ Acceptances.]





(2)           In
connection with the foregoing, the Borrower Representative specifies the
following information with respect to the Bankers’ Acceptances requested
hereby:





(a)
            Acceptance
      Date for Banker’s Acceptance (which is a Business
  Day):


_________________________________





(b)
            Amount
      of Bankers’ Acceptance9:
      _______________________________





(c)
            Canadian
      Contract Period10:
      ______________________________________





(3)          We
have understood the provisions of the Credit Agreement which are relevant to the
furnishing of this BA and have complied with the applicable provisions set forth
in the Credit Agreement, including Section 3.4(b).







9Minimum amount of Cdn
$500,000 or $100,000 integral multiples thereof


10 Shall
be one, two, three or six months and shall in no event mature on a date after
the Commitment Termination Date




Exhibit
3.3(b)-1




(4)          The
Canadian Borrowers hereby represent and warrant that the conditions specified in
paragraphs (a), (b), (c) and (d) of Section 5.2 of the Credit Agreement are
satisfied.





Very
      truly yours,INTERNATIONAL-MATEX TANK
      TERMINALS,
                as
      Borrower RepresentativeBy:Name:Title:




Exhibit
3.4(a)-2




EXHIBIT
3.4(e)





FORM OF NOTICE OF BANKERS’
ACCEPTANCES CONVERSION





[Date]





Royal
Bank of Canada,


as
Canadian Funding Agent for the


Canadian
Lenders


700 Place
d'Youville


Quebec,
(Quebec)


Canada
G1R 3P2





Ladies
and Gentlemen:





Reference is made to the Amended and
Restated Revolving Credit Agreement dated as of June 18, 2010 (as amended,
restated, supplemented or otherwise modified from time to time and in effect on
the date hereof, the “Credit Agreement”),
among the undersigned and certain of its affiliates, as Borrowers, certain
lenders party thereto from time to time, Royal Bank of Canada,as Canadian Issuing Bank and
Canadian Funding Agent, and SunTrust Bank, as US Issuing Bank, Swingline Lender
and Administrative Agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.  This notice is delivered pursuant
to Section 3.4(e) of the Credit Agreement.





(1)           The
Borrower Representative hereby requests that [$______________________] of
Bankers’ Acceptances with a Canadian Contract Period ending on
[__________________] be converted into Canadian Prime Rate Loans on the last day
of such Canadian Contract Period.





(2)           The
Canadian Borrowers hereby represent and warrant that the conditions specified in
paragraphs (a), (b), (c) and (d) of Section 5.2 of the Credit Agreement are
satisfied.





Very
      truly yours,INTERNATIONAL-MATEX TANK
      TERMINALS,
                as
      Borrower RepresentativeBy:Name:Title:




Exhibit
3.4(e)-1




EXHIBIT
7.1(c)





FORM OF COMPLIANCE
CERTIFICATE





To:
            SunTrust
      Bank, as Administrative Agent


303
Peachtree St., N.E.


Atlanta,
GA 30308


Attention:
David Edge





Ladies
and Gentlemen:





Reference is made to the Amended and
Restated Revolving Credit Agreement dated as of June 18, 2010 (as amended,
restated, supplemented or otherwise modified from time to time and in effect on
the date hereof, the “Credit Agreement”),
among International-Matex Tank Terminals, a Delaware general partnership,
IMTT-Bayonne, a Delaware general partnership, IMTT-Quebec Inc. a Canadian
corporation, and IMTT-NTL, Ltd., a Canadian corporation, certain lenders party
thereto from time to time, Royal Bank of Canada,as Canadian Issuing Bank and
Canadian Funding Agent and SunTrust Bank, as US Issuing Bank, Swingline Lender
and Administrative Agent.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.




I,
__________________ , being the duly elected and qualified, and acting in my
capacity as, [Principal Financial Officer] [Treasurer] of the Borrower
Representative hereby certify to the Administrative Agent and each Lender as
follows:





1.           [The
(i) annual audited report for the fiscal year ending ____________ for the Loan
Parties, containing a combined balance sheet of the Loan Parties as of the end
of such fiscal year and the related combined statements of income, ownership
equity and cash flows (together with all footnotes thereto) setting forth in
each case in comparative form the figures for the previous fiscal year, attached
hereto and (ii) the combining unaudited balance sheet of the Loan Parties for
the fiscal year ending _________ and the related combining unaudited statements
of income of the Loan Parties for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, attached hereto,
fairly present in all material respects the financial condition and results of
operations of the Loan Parties on a combining basis in accordance with generally
accepted accounting principles consistently applied.]





[The unaudited combined balance sheet
of the Loan Parties for the fiscal quarter ending ____________ and the related
unaudited combined statements of income and cash flows of the Loan Parties for
such fiscal quarter and the then elapsed portion of such fiscal year, setting
forth in each case in comparative form the figures for the corresponding quarter
and the corresponding portion of Borrowers’ previous fiscal year, all attached
hereto fairly present in all material respects the financial condition and
results of operations of the Loan Parties on a combining basis in accordance
with generally accepted accounting principles consistently applied (subject to
normal year-end audit adjustments and the absence of footnotes).]




Exhibit
7.1(c)




2.           The
calculations set forth in Attachment 1 are
computations of the financial covenants set forth in Article VIII of the Credit
Agreement calculated from the financial statements referenced in clause 1 above
in accordance with the terms of the Credit Agreement.





3.           Based
upon a review of the activities of Loan Parties and their Subsidiaries and the
financial statements attached hereto during the period covered thereby, as of
the date hereof, there exists no Default or Event of Default.





Name:Title:
      [Chief Financial Officer][Treasurer]
      of the Borrowers




Exhibit
7.1(c)-2




Attachment to Compliance
Certificate




Exhibit 7.1(c)-3




Exhibit
B




COMMITMENT
AMOUNTS




Lender
                
                US
                  Revolving
                  Commitment
                  under
                  Existing
                  Credit
                  Agreement
                
                
                Canadian
                  Revolving
                  Commitment
                  under
                  Existing
                  Credit
                  Agreement
                
                
                Non-
                  Extended US
                  Revolving
                  Commitment
                  Amount
                  (Before
                  Reduction)
                
                
                Non-
                  Extended US
                  Revolving
                  Commitment
                  Amount
                  (After
                  Reduction)
                
                
                Extended US
                  Revolving
                  Commitment
                  Amount
                
                
                Canadian
                  Revolving
                  Commitment
                  Amount
                
                
                DnB
                  Revolving
                  Commitment
                  AmountSunTrust
      Bank
                
                $
                45,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                85,000,000
                
                
                $
                0
                
                
                $
                0Regions
      Bank
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                85,000,000
                
                
                $
                0
                
                
                $
                0DnB
      NOR Bank ASA
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                85,000,000
                
                
                $
                0
                
                
                $
                65,000,000Compass
      Bank
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                75,000,000
                
                
                $
                0
                
                
                $
                0Rabobank
      International
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                65,000,000
                
                
                $
                0
                
                
                $
                0Branch
      Banking & Trust Co.
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                65,000,000
                
                
                $
                0
                
                
                $
                0Wells
      Fargo Bank, N.A.
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                65,000,000
                
                
                $
                0
                
                
                $
                0BNP
      Paribas
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                65,000,000
                
                
                $
                0
                
                
                $
                0Union
      Bank, N.A.
                
                $
                27,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                50,000,000
                
                
                $
                0
                
                
                $
                0Capital
      One, N.A.
                
                $
                27,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                45,000,000
                
                
                $
                0
                
                
                $
                0Citibank,
      N.A.
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0Whitney
      National Bank
                
                $
                27,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                0US
      Bank, National Association
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                30,000,000
                
                
                $
                0
                
                
                $
                0JPMorgan
      Chase Bank, N.A.
                
                $
                24,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                30,000,000
                
                
                $
                0
                
                
                $
                0Comerica
      Bank
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                25,000,000
                
                
                $
                0
                
                
                $
                0Iberia
      Bank
                
                $
                15,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                15,000,000
                
                
                $
                0
                
                
                $
                0Bank
      Leumi USA
                
                $
                5,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                10,000,000
                
                
                $
                0
                
                
                $
                0Royal
      Bank of Canada
                
                $
                0
                
                
                $
                25,000,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                30,000,000
                
                
                $
                0Mizuho
      Corporate Bank, Ltd.
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                27,368,421
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0The
      Royal Bank of Scotland plc
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                27,368,421
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Bank
      of Montreal
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                27,368,421
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Bank
      of America, N.A.
                
                $
                40,000,000
                
                
                $
                0
                
                
                $
                40,000,000
                
                
                $
                27,368,421
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Bank
      of Ireland
                
                $
                30,000,000
                
                
                $
                0
                
                
                $
                30,000,000
                
                
                $
                20,526,316
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Total
                
                $
                600,000,000
                
                
                $
                25,000,000
                
                
                $
                190,000,000
                
                
                $
                130,000,000
                
                
                $
                875,000,000
                
                
                $
                30,000,000
                
                
                $
                65,000,000