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Exhibit 4.17


 
 

EIGHTH AMENDMENT TO COMBINED CREDIT AGREEMENTS    
    


        THIS EIGHTH AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of March 4, 2004 (the "Amendment"), among
Forest Oil Corporation, a New York corporation (the "U.S. Borrower"), Canadian Forest Oil Ltd. ("Canadian
Forest") and each other subsidiary of Canadian Forest which becomes a "Borrower" (as defined in the Canadian Credit Agreement) under the Canadian Credit Agreement (the
"Canadian Borrowers"), each of the lenders that is a signatory to, or which becomes a signatory to, the U.S. Credit Agreement (together with its
successors and assigns, the "U.S. Lenders"), each of the lenders that is a signatory to, or which becomes a signatory to, the Canadian Credit Agreement
(together with its successors and assigns, the "Canadian Lenders", and together with the U.S. Lenders, the "Combined
Lenders"), Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of
Canada, as resigning Canadian Administrative Agent, JPMorgan Chase Bank, Toronto Branch, as replacement Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The
Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (in such capacity, together with its successors
in such capacity, the "Global Administrative Agent"). 


WITNESSETH:  


        1.     The
U.S. Borrower, Global Administrative Agent, the U.S. Syndication Agent, the U.S. Documentation Agent, and the U.S. Lenders are parties to that certain Credit
Agreement dated as of October 10, 2000, as previously amended (as previously amended, the "U.S. Credit Agreement"), pursuant to which the U.S.
Lenders agreed to make loans to and extensions of credit on behalf of the U.S. Borrower. 


        2.     The
Canadian Borrowers, Global Administrative Agent, the Canadian Administrative Agent, the Canadian Syndication Agent, the Canadian Documentation Agent, and the Canadian
Lenders are parties to that certain Credit Agreement dated as of October 10, 2000, as previously amended (as previously amended, the "Canadian Credit
Agreement", and together with the U.S. Credit Agreement, the "Combined Credit Agreements"), pursuant to which the Canadian
Lenders agreed to make loans to and extensions of credit on behalf of the Canadian Borrowers. 


        3.     The
parties to the Combined Credit Agreements intend to amend the Combined Credit Agreements as follows: 


        NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 


        I.    Amendment to U.S. Credit Agreement—Effective
Date.    As of the Effective Date the following shall become effective in the U.S. Credit Agreement: 



        A.    Section 7.1(a)(ii)(A) of the U.S. Credit Agreement is amended by deleting the reference to "U.S.$675,000,000" and
inserting in lieu thereof "U.S.$800,000,000". 



        B.    Section 7.3(a) of the U.S. Credit Agreement is hereby amended by deleting in their entirety each reference to
"(other than Producers Marketing)". 




        II.    Amendments to U.S. Credit Agreement—ProMark.    As
of the later to occur of (i) the Effective Date or (ii) the earlier to occur of (A) the date on which the Global Administrative Agent has received a copy of the filed certificate
of amalgamation of ProMark with and into Canadian Forest or (B) the date on which the Global Administrative Agent has received satisfactory evidence of the consummation of the sale of assets by
Canadian Forest and ProMark to Cinergy Canada, Inc. in the manner contemplated by, and pursuant to the terms of, that certain Purchase and Sale Agreement, dated

 
February 6, 2004, by and among ProMark, Canadian Forest and Cinergy Canada, Inc., the following shall become effective in the U.S. Credit Agreement: 



        A.    The
definitions of "Hedging Policy" and "Producers Marketing" in  Section 1.1 of the U.S. Credit Agreement
are deleted in their entirety. 



        B.    Section 5.1(h) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(h)
	[Intentionally
omitted]; and". 





        C.    Section 7.1(a)(iv) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(iv)
	Indebtedness
of Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to Borrower or any other Restricted Subsidiary that is subordinated to the
Combined Obligations (other than Hedging Obligations) in form and substance reasonably satisfactory to the Global Administrative Agent;". 





        D.    Section 7.1(a)(v) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(v)
	(A) Guarantees
by Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of Borrower or any other Subsidiary, in each case existing as
of the date hereof and set forth in Schedule 7.1(a)(v)(A); and (B) other Guarantees by Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of Borrower or any
other Subsidiary; provided that with respect to clause (B), the Guarantees by Borrower or any other Loan Party of Indebtedness of any Unrestricted Subsidiary shall not exceed at any time
U.S.$5,000,000 in the aggregate and shall be subject to Section 7.4;". 





        E.    Section 7.1(a)(x) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(x)
	[Intentionally
omitted];". 







        F.     Section 7.1(a)(xi) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(xi)
	[Intentionally
omitted]; and". 





        G.    Section 7.7(a) of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



	"(a)
	Except
as otherwise permitted by Section 7.12, at no time shall Borrower and its Restricted Subsidiaries have
(i) Hedging Agreements relating to crude oil in place with respect to more than 75% of crude oil Hydrocarbon production from the "proved developed producing oil and gas reserves" (as defined in
the standards and guidelines of the U.S. Securities and Exchange Commission) or (i) Hedging Agreements relating to natural gas in place with respect to more than 75% of natural gas Hydrocarbon
production from the "proved developed producing oil and gas reserves" (as defined in the standards and guidelines of the U.S. Securities and Exchange Commission), in either case which are attributable
to the Hydrocarbon Interests of Borrower and its Restricted Subsidiaries as set forth in the most recently delivered Reserve Report." 

 







        H.    Section 7.12 of the U.S. Credit Agreement is hereby amended in its entirety to read as follows: 



        "SECTION
7.12    Special Covenants with Respect to 3189503.    Borrower will not permit 3189503 to undertake any
actions or Investments except that 3189503 shall be permitted (i) to act as a holding company for the ownership interests in Canadian Forest, (ii) to hold intercompany notes from
Canadian Forest, and (iii) take other actions and hold other investments incidental to acting as a holding company for the ownership interests in Canadian Forest." 




        I.     The
U.S. Credit Agreement is amended by deleting "Exhibit J—Producers Marketing Hedging Policy" in its entirety. 




        III.    Amendments to Canadian Credit
Agreement—ProMark.    As of the later to occur of (i) the Effective Date or (ii) the earlier to occur of (A) the date on which the
Global Administrative Agent has received a copy of the filed certificate of amalgamation of ProMark with and into Canadian Forest or
(B) the date on which the Global Administrative Agent has received satisfactory evidence of the consummation of the sale of assets by Canadian Forest and ProMark to Cinergy Canada, Inc.
in the manner contemplated by, and pursuant to the terms of, that certain Purchase and Sale Agreement, dated February 6, 2004, by and among ProMark, Canadian Forest and Cinergy
Canada, Inc., the following shall become effective in the Canadian Credit Agreement: 



        A.    The
definition of "Producers Marketing" in Section 1.1 of the U.S.
Credit Agreement is deleted in its entirety. 


        B.    The
definition of "Guaranty" in Section 1.1 of the Canadian Credit
Agreement is hereby amended in its entirety to read as follows: 



	"
	"Guaranty" means a Guaranty, dated as of the Global Effective Date or otherwise delivered pursuant to the Loan Documents,
made by Parent, Force (if Force is not merged into Parent on or before the Global Effective Date), or 3189503 or any other Restricted Subsidiary of Borrower in favor of the Global Administrative
Agent, substantially in the form of Exhibit F, in the case of the Parent or Force, or Exhibit G, in the case of 3189503 or any Restricted Subsidiary, as amended, supplemented, restated
or otherwise modified from time to time in accordance with the terms of this Agreement and the other Loan Documents. The term "Guaranties" shall include each and every Guaranty executed and delivered
hereunder." 





        IV.    Global Borrowing Base.    



        A.    Subject
to adjustments pursuant to Sections 2.7(e), (g),  (h) and (i) of the U.S. Credit Agreement, by execution of this Amendment, each of the Technical Lenders,
the Borrowing Base Required Lenders, the U.S. Borrower and the Canadian Borrowers agree during the period from the date hereof to the date of the next redetermination of the Global Borrowing Base
pursuant to the provisions of Section 2.7 of the U.S. Credit Agreement currently scheduled to become effective on or about May 1, 2004
that (i) the Global Borrowing Base shall equal U.S.$480,000,000, (ii) the Allocated U.S. Borrowing Base shall equal U.S.$460,000,000, and (iii) the Allocated Canadian Borrowing
Base shall equal U.S.$20,000,000. 


        B.    Each
of the Technical Lenders, the Borrowing Base Required Lenders and the U.S. Borrower and the Canadian Borrowers agree and acknowledge that (i) the
determination of the Global Borrowing Base set forth in Section IV(A) of this Amendment was a "discretionary determination" of the Global
Borrowing Base pursuant to Section 2.7(e) of the U.S. Credit Agreement and (ii) such "discretionary determination" of the Global Borrowing Base shall not be considered as a
request for a "discretionary determination" of the Global Borrowing Base by the

 
Borrower, the Technical Lenders or the Borrowing Base Required Lenders for the purposes of the first sentence of Section 2.7(e) of the U.S. Credit Agreement. 




        V.    Successor Canadian Administrative Agent.    J.P. Morgan Bank
Canada, successor to The Chase Manhattan Bank of Canada, hereby resigns as Canadian Administrative Agent and in accordance with the terms of Article IX of the Canadian Credit Agreement, the
Borrowers under the Canadian Credit Agreement, the Global Administrative Agent, and the Required Lenders hereby (1) appoint JPMorgan Chase Bank, Toronto Branch as Canadian Administrative Agent
(as successor to J.P. Morgan Bank Canada) which appointment shall be effective as of the Effective Date and (2) waive any notice requirement set forth in Article IX of the Canadian
Credit Agreement with respect to such resignation and appointment. JPMorgan Chase Bank, Toronto Branch, hereby accepts the appointment as Canadian Administrative Agent. 


        VI.    Effectiveness.    This Amendment shall become effective as of
the date (the "Effective Date") when the Global Administrative Agent shall have received counterparts hereof duly executed by the U.S. Borrower, the
Canadian Borrowers, the Global Administrative Agent, the resigning Canadian Administrative Agent, the appointed Canadian Administrative Agent and at least the Required Lenders (or, in the case of any
party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party);  provided however that, notwithstanding the foregoing, Section IV hereof shall only become effective when the Global Administrative Agent shall
have received counterparts hereof duly executed by at least the Borrowing Base Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received,
telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party). 


        VII.    Reaffirmation of Representations and Warranties.    To induce
the Combined Lenders and the Global Administrative Agent to enter into this Amendment, the U.S. Borrower and the Canadian Borrowers hereby reaffirm, as of the date hereof, the following: 




          (i)  The
representations and warranties of each Loan Party (as such term is defined in the U.S. Credit Agreement and the Canadian Credit Agreement, collectively, the
"Combined Loan Parties") set forth in the Combined Loan Documents to which it is a party are true and correct on and as of the date hereof (or, if
stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date). 



         (ii)  Each
of the U.S. Borrower and its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 


        (iii)  The
execution, delivery and performance by U.S. Borrower of this Amendment and each other Combined Loan Document executed or to be executed by it, and the execution,
delivery and performance by each other Combined Loan Party of this Amendment and each other Combined Loan Document executed or to be executed by it, are within U.S. Borrower's and each such Combined
Loan Party's corporate, limited liability company and/or partnership powers, and have been duly authorized by all necessary corporate, limited liability company and/or partnership action, and if
required, stockholder, member and/or partner action. This Amendment and each other Combined Loan Document executed or to be executed by it has been duly executed and delivered by U.S. Borrower and
constitutes, and this Amendment and each other Combined Loan Document executed or to be executed by any Combined Loan Party, when executed and delivered by such Combined Loan Party, will constitute, a
legal, valid and binding obligation of U.S. Borrower or such Combined Loan Party (as the case may

 
be), enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        (iv)  The
execution, delivery and performance by the U.S. Borrower of this Amendment and each other Combined Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Combined Loan Party of this Amendment and each Loan Document executed or to be executed by such Combined Loan Party, (a) do not require any
Governmental Approval or third party approvals, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Combined Loan
Documents, (b) will not violate any applicable Governmental Rule or the Organic Documents of U.S. Borrower or any such Combined Loan Party or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon U.S. Borrower or any such Combined Loan Party or its assets, or give rise to a right
thereunder to require any payment to be made by U.S. Borrower or any such Combined Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of U.S. Borrower or
any such Combined Loan Party except Liens created under the Combined Loan Documents. 



         (v)  No
Default under the Combined Loan Documents has occurred and is continuing and the U.S. Borrower is in compliance with the financial covenants set forth in  Article VI of the U.S. Credit Agreement.



        (vi)  No
event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 





        VIII.    Defined Terms.    Except as amended hereby, terms used herein
when defined in the U.S. Credit Agreement shall have the same meanings herein unless the context otherwise requires. 


        IX.    Reaffirmation of Combined Credit Agreements.    This Amendment
shall be deemed to be an amendment to the Combined Credit Agreements, and the Combined Credit Agreements, as amended hereby, are hereby ratified, approved and confirmed in each and every respect. All
references to the Combined Credit Agreements herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Combined Credit Agreements as amended hereby. 


        X.    Governing Law.    THIS AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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


        XII.    Counterparts.    This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery
of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 


        XIII.    Headings.    Article and section headings used
herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

 


        XIV.    Successors and Assigns.    This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. 


        XV.    No Oral Agreements.    THIS AMENDMENT,
THE COMBINED CREDIT AGREEMENTS, AS AMENDED HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  


[SIGNATURES BEGIN ON FOLLOWING PAGE]









   
        IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrowers, the Combined undersigned Lenders, the Global Administrative Agent, and the other "agents" under the Combined Credit
Agreements have executed this Amendment as of the date first above written. 



	 	 	U.S. BORROWER
	

 	
 	

FOREST OIL CORPORATION
	

 	
 	
By:	

/s/  CAROLINE M. MCCLURG      

	 	 	Name:  Caroline M. McClurg

Title:    Treasurer
	
 	
 	

CANADIAN BORROWER
	

 	
 	

CANADIAN FOREST OIL LTD.
	

 	
 	
By:	

/s/  JAMES R. GOOD      

	 	 	Name:  James R. Good

Title:    President
	
 	
 	

AGENTS AND COMBINED LENDERS
	

 	
 	

JPMORGAN CHASE BANK, successor to The Chase Manhattan Bank, as Global Administrative Agent, as a U.S. Lender and as a Technical Lender
	

 	
 	

By:	

/s/  ROBERT C. MERTENSOTTO      

	 	 	Name:  Robert C. Mertensotto

Title:    Managing Director
	
 	
 	

BANK OF AMERICA, N.A., as U.S. Syndication Agent, as a U.S. Lender and as a Technical Lender
	

 	
 	

By:	

/s/  RICHARD L. STEIN      

	 	 	Name:  Richard L. Stein

Title:    Principal
	
 	
 	

CITIBANK, N.A., as U.S. Documentation Agent, as a U.S. Lender and as a Technical Lender
	

 	
 	

By:	

/s/  JORONNE JETER      

	 	 	Name:  Joronne Jeter

Title:    Director




 

	
 	
 	

BANK OF MONTREAL, as a U.S. Lender
	

 	
 	

By:	

/s/  JAMES V. DUCOTE      

	 	 	Name:  James V. Ducote

Title:    Director
	
 	
 	

TORONTO DOMINION (TEXAS), INC., as a U.S. Lender
	

 	
 	

By:	

/s/  RACHEL SUITER      

	 	 	Name:  Rachel Suiter

Title:    Vice President
	
 	
 	

ABN AMRO BANK N.V., as a U.S. Lender
	

 	
 	

By:	

/s/  FRANK R. RUSSO, JR.      

	 	 	Name:  Frank R. Russo, Jr.

Title:    Vice President
	

 	
 	

By:	

/s/  FRANK T.J. VAN DEUR      

	 	 	Name:  Frank T.J. Van Deur

Title:    Vice President
	
 	
 	

BANK OF SCOTLAND, as a U.S. Lender
	

 	
 	

By:	

/s/  JOSEPH FRATUS      

	 	 	Name:  Joseph Fratus

Title:    First Vice President
	
 	
 	

BANK ONE, NA (Main Office Chicago), as a U.S. Lender
	

 	
 	

By:	

/s/  J. SCOTT FOWLER      

	 	 	Name:  J. Scott Fowler

Title:    Director, Capital Markets
	
 	
 	

MERITA BANK PLC, as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:
	

 	
 	

By:	


	 	 	Name:

Title:




 

	
 	
 	

FORTIS CAPITAL CORP., as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:
	

 	
 	

By:	


	 	 	Name:

Title:
	
 	
 	

U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender
	

 	
 	

By:	

/s/  MATTHEW J. PURCHASE      

	 	 	Name:  Matthew J. Purchase

Title:    Vice President
	
 	
 	

BNP PARIBAS, formerly Paribas, as a U.S. Lender
	

 	
 	

By:	

/s/  BETSY JOCHER      

	 	 	Name:  Betsy Jocher

Title:    Vice President
	

 	
 	

By:	

/s/  POLLY SCHOTT      

	 	 	Name:  Polly Schott

Title:    Vice President
	
 	
 	

CREDIT AGRICOLE INDOSUEZ, as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:
	

 	
 	

By:	


	 	 	Name:

Title:




 

	
 	
 	

CREDIT SUISSE FIRST BOSTON, Acting Through Its Cayman Islands Branch, as a U.S. Lender
	

 	
 	

By:	

/s/  S. WILLIAM FOX      

	 	 	Name:  S. William Fox

Title:    Director
	

 	
 	

By:	

/s/  DENISE L. ALVAREZ      

	 	 	Name:  Denise L. Alvarez

Title:    Associate
	
 	
 	

COMPASS BANK, as a U.S. Lender
	

 	
 	

By:	

/s/  MURRAY E. BRASSEUX      

	 	 	Name: Murray E. Brasseux

Title: Executive Vice President
	
 	
 	

MIZUHO CORPORATE BANK, formerly The Fuji Bank, Limited, as a U.S. Lender
	
 	
 	

MIZUHO CORPORATE BANK, formerly The Industrial Bank of Japan, Limited, New York Branch, as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:
	
 	
 	

THE BANK OF NEW YORK, as a U.S. Lender
	

 	
 	

By:	

/s/  JOHN N. WATT      

	 	 	Name:  John N. Watt

Title:    Vice President
	
 	
 	

HIBERNIA NATIONAL BANK, as a U.S. Lender
	

 	
 	

By:	

/s/  D. MAHONEY      

	 	 	Name:  Daria Mahoney

Title:    Vice President




 

	
 	
 	

UFJ BANK, formerly known as The Sanwa Bank, Limited, as a U.S. Lender
	

 	
 	

By:	

/s/  CLYDE L. REDFORD      

	 	 	Name:  Clyde L. Redford

Title:    Senior Vice President
	
 	
 	

SOCIETE GENERALE, SOUTHWEST AGENCY, as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:
	
 	
 	

ING CAPITAL LLC, as a U.S. Lender
	

 	
 	

By:	

/s/  MICHAEL ZANDER      

	 	 	Name:  Michael Zander

Title:    Managing Director
	
 	
 	

COMERICA BANK, successor by merger with Comerica Bank-Texas, as a U.S. Lender
	

 	
 	

By:	

/s/  THOMAS RAJAN      

	 	 	Name:  Thomas G. Rajan

Title:    Vice President—Texas Division
	
 	
 	

J.P. MORGAN BANK CANADA, successor to The Chase Manhattan Bank of Canada, as resigning Canadian Administrative Agent
	

 	
 	

By:	

/s/  D. MCDONALD      

	 	 	Name:  Drew McDonald

Title:    Vice President
	
 	
 	

JPMORGAN CHASE BANK, TORONTO BRANCH, as replacement Canadian Administrative Agent
	

 	
 	

By:	

/s/  D. MCDONALD      

	 	 	Name:  Drew McDonald

Title:    Vice President




 

	
 	
 	

JPMORGAN CHASE BANK, TORONTO BRANCH, as a Canadian Lender
	

 	
 	

By:	

/s/  D. MCDONALD      

	 	 	Name:  Drew McDonald

Title:    Vice President
	
 	
 	

BANK OF MONTREAL, as Canadian Syndication Agent and as a Canadian Lender
	

 	
 	

By:	

/s/  JAMES V. DUCOTE      

	 	 	Name:  James V. Ducote

Title:    Director
	
 	
 	

THE TORONTO-DOMINION BANK, as Canadian Documentation Agent and as a Canadian Lender
	

 	
 	

By:	

/s/  P. KANJI      

	 	 	Name:  Parin Kanji

Title:    Assistant Manager—Corporate Credit
	
 	
 	

BANK OF AMERICA, N.A., Canada Branch, as a Canadian Lender
	

 	
 	

By:	

/s/  MEDINA SALES DE ANDRADE      

	 	 	Name:  Medina Sales de Andrade

Title: Assistant Vice President
	
 	
 	

WASHINGTON MUTUAL BANK, FA, as a U.S. Lender
	

 	
 	

By:	


	 	 	Name:

Title:














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EIGHTH AMENDMENT TO COMBINED CREDIT AGREEMENTS