exv10w5



 





Exhibit 10.5




 

 










CREDIT AGREEMENT




dated as of September 12, 2005




Among




COMPLETE PRODUCTION SERVICES, INC.

as US Borrower,




INTEGRATED PRODUCTION SERVICES LTD.

as Canadian Borrower,




WELLS FARGO BANK, NATIONAL ASSOCIATION

as US Administrative Agent, US Issuing Lender and US Swingline Lender,




HSBC BANK CANADA,

as Canadian Administrative Agent, Canadian Issuing Lender and Canadian Swingline Lender,




and




THE LENDERS PARTY HERETO FROM TIME TO TIME

as Lenders




$580,000,000




 

 










WELLS FARGO BANK, NATIONAL ASSOCIATION

as Sole Book Runner and Co-Lead Arranger




UBS SECURITIES LLC

as Co-Lead Arranger and Syndication Agent




Amegy Bank N.A. and Comerica Bank

as Co-Documentation Agents




 









 





Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE I                    DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1.1	 	Certain Defined Terms	 	 	1	 
	 
	 	Section 1.2	 	Computation of Time Periods	 	 	29	 
	 
	 	Section 1.3	 	Accounting Terms; Changes in GAAP	 	 	29	 
	 
	 	Section 1.4	 	Classes and Types of Advances	 	 	29	 
	 
	 	Section 1.5	 	Other Interpretive Provisions	 	 	30	 
	 
	 	Section 1.6	 	Exchange Rates; Currency Equivalents	 	 	30	 
	 
	 	Section 1.7	 	Agreed Currencies	 	 	31	 
	 
	 	Section 1.8	 	Change of Currency	 	 	31	 
	 
	 	Section 1.9	 	Several Obligations of Borrowers	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II                    CREDIT FACILITIES	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 2.1	 	Commitments.	 	 	32	 
	 
	 	Section 2.2	 	Evidence of Indebtedness	 	 	34	 
	 
	 	Section 2.3	 	Letters of Credit	 	 	34	 
	 
	 	Section 2.4	 	Swingline Advances	 	 	40	 
	 
	 	Section 2.5	 	Bankers’ Acceptances	 	 	43	 
	 
	 	Section 2.6	 	Borrowings; Procedures and Limitations	 	 	45	 
	 
	 	Section 2.7	 	Prepayments; Defeasance	 	 	51	 
	 
	 	Section 2.8	 	Repayment	 	 	54	 
	 
	 	Section 2.9	 	Fees	 	 	54	 
	 
	 	Section 2.10	 	Interest	 	 	56	 
	 
	 	Section 2.11	 	Illegality	 	 	57	 
	 
	 	Section 2.12	 	Breakage Costs	 	 	57	 
	 
	 	Section 2.13	 	Increased Costs	 	 	58	 
	 
	 	Section 2.14	 	Payments and Computations	 	 	59	 
	 
	 	Section 2.15	 	Taxes	 	 	62	 
	 
	 	Section 2.16	 	Replacement of Lenders	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 3.1	 	Conditions Precedent to Initial Credit Extension	 	 	66	 
	 
	 	Section 3.2	 	Conditions Precedent to Each Subsequent Credit Extension	 	 	68	 
	 
	 	Section 3.3	 	Determinations Under Sections 3.1 and 3.2	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV                    REPRESENTATIONS AND WARRANTIES	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 4.1	 	Organization	 	 	69	 
	 
	 	Section 4.2	 	Authorization	 	 	69	 
	 
	 	Section 4.3	 	Enforceability	 	 	69	 
	 
	 	Section 4.4	 	Financial Condition	 	 	70	 
	 
	 	Section 4.5	 	Ownership and Liens; Real Property	 	 	70	 
	 
	 	Section 4.6	 	True and Complete Disclosure	 	 	70	 
	 
	 	Section 4.7	 	Litigation	 	 	70	 
	 
	 	Section 4.8	 	Compliance with Agreements	 	 	71	 
	 
	 	Section 4.9	 	Pension Plans	 	 	71	 
	 
	 	Section 4.10	 	Environmental Condition	 	 	71	 
	 
	 	Section 4.11	 	Subsidiaries	 	 	72	 
	 
	 	Section 4.12	 	Investment Company Act	 	 	72	 
	 
	 	Section 4.13	 	Public Utility Holding Company Act	 	 	72	 
	 
	 	Section 4.14	 	Taxes	 	 	72	 
	 
	 	Section 4.15	 	Permits, Licenses, etc	 	 	73	 
	 
	 	Section 4.16	 	Use of Proceeds	 	 	73	 






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Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 4.17	 	Condition of Property; Casualties	 	 	73	 
	 
	 	Section 4.18	 	Insurance	 	 	73	 
	 
	 	Section 4.19	 	Labor Agreements	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V                    AFFIRMATIVE COVENANTS	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 5.1	 	Organization	 	 	73	 
	 
	 	Section 5.2	 	Reporting.	 	 	74	 
	 
	 	Section 5.3	 	Insurance	 	 	76	 
	 
	 	Section 5.4	 	Compliance with Laws	 	 	77	 
	 
	 	Section 5.5	 	Taxes	 	 	77	 
	 
	 	Section 5.6	 	Additional Guarantors	 	 	77	 
	 
	 	Section 5.7	 	Security	 	 	77	 
	 
	 	Section 5.8	 	Records; Inspection	 	 	78	 
	 
	 	Section 5.9	 	Maintenance of Property	 	 	78	 
	 
	 	Section 5.10	 	Landlord Agreements	 	 	78	 
	 
	 	Section 5.11	 	Material Real Properties	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI                    NEGATIVE COVENANTS	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 6.1	 	Debt	 	 	79	 
	 
	 	Section 6.2	 	Liens	 	 	79	 
	 
	 	Section 6.3	 	Investments	 	 	81	 
	 
	 	Section 6.4	 	Acquisitions	 	 	81	 
	 
	 	Section 6.5	 	Agreements Restricting Liens; Negative Pledge	 	 	82	 
	 
	 	Section 6.6	 	Use of Proceeds; Use of Letters of Credit	 	 	82	 
	 
	 	Section 6.7	 	Corporate Actions	 	 	82	 
	 
	 	Section 6.8	 	Sale of Assets	 	 	82	 
	 
	 	Section 6.9	 	Restricted Payments	 	 	83	 
	 
	 	Section 6.10	 	Affiliate Transactions	 	 	84	 
	 
	 	Section 6.11	 	Line of Business	 	 	84	 
	 
	 	Section 6.12	 	Hazardous Materials	 	 	84	 
	 
	 	Section 6.13	 	Compliance with ERISA	 	 	84	 
	 
	 	Section 6.14	 	Sale and Leaseback Transactions	 	 	85	 
	 
	 	Section 6.15	 	Operating Leases	 	 	85	 
	 
	 	Section 6.16	 	Limitation on Hedging	 	 	85	 
	 
	 	Section 6.17	 	Capital Expenditures	 	 	85	 
	 
	 	Section 6.18	 	Leverage Ratio	 	 	85	 
	 
	 	Section 6.19	 	Senior Secured Leverage Ratio	 	 	85	 
	 
	 	Section 6.20	 	Consolidated Interest Coverage Ratio	 	 	86	 
	 
	 	Section 6.21	 	Landlord Agreements	 	 	86	 
	 
	 	Section 6.22	 	Amendment of Permitted Subordinated Debt Terms	 	 	86	 
	 
	 	Section 6.23	 	Non-Guarantor Subsidiaries and Minority Investments	 	 	86	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII                    DEFAULT AND REMEDIES	 	 	86	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 7.1	 	Events of Default	 	 	86	 
	 
	 	Section 7.2	 	Optional Acceleration of Maturity	 	 	88	 
	 
	 	Section 7.3	 	Automatic Acceleration of Maturity	 	 	89	 
	 
	 	Section 7.4	 	Set-off	 	 	89	 
	 
	 	Section 7.5	 	Remedies Cumulative, No Waiver	 	 	89	 
	 
	 	Section 7.6	 	Application of Payments	 	 	90	 
	 
	 	Section 7.7	 	Currency Conversion After Maturity	 	 	92	 






ii




 









 





Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII                    THE ADMINISTRATIVE AGENTS AND ISSUING LENDERS	 	 	92	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 8.1	 	Appointment and Authority	 	 	92	 
	 
	 	Section 8.2	 	Rights as a Lender	 	 	92	 
	 
	 	Section 8.3	 	Exculpatory Provisions	 	 	92	 
	 
	 	Section 8.4	 	Reliance by Administrative Agent	 	 	93	 
	 
	 	Section 8.5	 	Delegation of Duties	 	 	93	 
	 
	 	Section 8.6	 	Resignation of Administrative Agent or Issuing Lender	 	 	94	 
	 
	 	Section 8.7	 	Non-Reliance on Administrative Agent and Other Lenders	 	 	94	 
	 
	 	Section 8.8	 	No Other Duties, etc	 	 	95	 
	 
	 	Section 8.9	 	Collateral Matters.	 	 	95	 
	 
	 	Section 8.10	 	Marshaling Rights of Lender Parties; Allocation of Losses	 	 	95	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX                    MISCELLANEOUS	 	 	96	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 9.1	 	Expenses; Indemnity; Damage Waiver	 	 	96	 
	 
	 	Section 9.2	 	Waivers and Amendments	 	 	97	 
	 
	 	Section 9.3	 	Severability	 	 	99	 
	 
	 	Section 9.4	 	Survival of Representations and Obligations	 	 	99	 
	 
	 	Section 9.5	 	Successors and Assigns Generally	 	 	99	 
	 
	 	Section 9.6	 	Lender Assignments and Participations	 	 	99	 
	 
	 	Section 9.7	 	Notices, Etc	 	 	101	 
	 
	 	Section 9.8	 	Confidentiality	 	 	103	 
	 
	 	Section 9.9	 	Business Loans	 	 	103	 
	 
	 	Section 9.10	 	Usury Not Intended	 	 	103	 
	 
	 	Section 9.11	 	Usury Recapture	 	 	104	 
	 
	 	Section 9.12	 	Judgment Currency	 	 	104	 
	 
	 	Section 9.13	 	Payments Set Aside	 	 	105	 
	 
	 	Section 9.14	 	Governing Law; Submission to Jurisdiction	 	 	105	 
	 
	 	Section 9.15	 	Execution and Effectiveness	 	 	106	 
	 
	 	Section 9.16	 	Waiver of Jury	 	 	106	 
	 
	 	Section 9.17	 	USA PATRIOT ACT Notice	 	 	106	 






	 	 	 	 	 	 	 	 	 
	EXHIBITS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Exhibit A
	 	 	—	 	 	Assignment and Assumption
	Exhibit B
	 	 	—	 	 	Canadian Guaranty
	Exhibit C
	 	 	—	 	 	INTENTIONALLY OMITTED
	Exhibit D
	 	 	—	 	 	INTENTIONALLY OMITTED
	Exhibit E
	 	 	—	 	 	Canadian Security Agreement
	Exhibit F
	 	 	—	 	 	Compliance Certificate
	Exhibit G-1
	 	 	—	 	 	Notice of Borrowing (US Facility)
	Exhibit G-2
	 	 	—	 	 	Notice of Borrowing (Canadian Facility)
	Exhibit H-1
	 	 	—	 	 	Notice of Conversion or Continuance (US Facility)
	Exhibit H-2
	 	 	—	 	 	Notice of Conversion or Continuance (Canadian Facility)
	Exhibit I
	 	 	—	 	 	US Mortgage
	Exhibit J
	 	 	—	 	 	US Pledge Agreement
	Exhibit K
	 	 	—	 	 	US Security Agreement
	Exhibit L
	 	 	—	 	 	US Subsidiary Guaranty






iii




 









 





Table of Contents

(continued)




	 	 	 	 	 
	SCHEDULES:
	 	 	 	 
	 
	 	 	 	 
	Schedule I
	 	– Pricing Schedule
	Schedule II
	 	– Revolving Commitments
	Schedule III
	 	– Notice Information
	Schedule IV
	 	– Existing Letters of Credit
	Schedule 4.1
	 	– Organizational Information
	Schedule 4.10
	 	– Environmental
	Schedule 4.11
	 	– Subsidiaries
	Schedule 4.19
	 	– Labor Agreements
	Schedule 5.10
	 	– Leased Real Properties
	Schedule 5.11
	 	– Owned Real Property Requirements
	Schedule 6.1
	 	– Existing Debt
	Schedule 6.2
	 	– Permitted Liens
	Schedule 6.3
	 	– Permitted Investments






iv




 









 





CREDIT AGREEMENT




     This CREDIT AGREEMENT dated as of September 12, 2005 (as it may be amended, supplemented,
restated and otherwise modified from time to time, the “Agreement”) is among (a) Complete
Production Services, Inc., a Delaware corporation (“US Borrower” or the “Company”),
(b) Integrated Production Services Ltd., a corporation governed by the laws of Alberta, Canada
(“Canadian Borrower”; together with the US Borrower, the “Borrowers”), (c) the
Lenders (as defined below), (d) Wells Fargo Bank, National Association as US Swingline Lender (as
defined below), US Issuing Lender (as defined below), and as US Administrative Agent (as defined
below) for the Lenders, and (e) HSBC Bank Canada as Canadian Swingline Lender (as defined below),
Canadian Issuing Lender (as defined below), and as Canadian Administrative Agent (as defined below)
for the Lenders.



     The parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS



Section 1.1 Certain Defined Terms. As used in this Agreement, the defined terms set forth
in the recitals above shall have the meanings set forth above and the following terms shall have
the following meanings (unless otherwise indicated, such meanings to be equally applicable to both
the singular and plural forms of the terms defined):



“ABCA” means the Business Corporations Act (Alberta) as it may be amended from time to
time;



“Acceptable Security Interest” means a security interest which (a) exists in favor of the
Applicable Administrative Agent for its benefit and the ratable benefit of the applicable Secured
Parties, (b) is superior to all other security interests (other than the Permitted Liens), (c)
secures the Obligations or the Canadian Obligations, as applicable, (d) is perfected other than
with respect to equipment the ownership of which is evidenced by a certificate of title, and (e)
enforceable against the Credit Party which created such security interest.



“Acceptance Fee” means a fee payable in Canadian Dollars by the Canadian Borrower to the
Canadian Administrative Agent for the account of a Canadian Lender with respect to the acceptance
of a B/A or the making of a B/A Equivalent Advance on the date of such acceptance or loan,
calculated on the face amount of the B/A or the B/A Equivalent Advance at the rate per annum
applicable on such date as set forth in the row labeled “Eurocurrency/BA Margin” in Table 1 of
Schedule I on the basis of the number of days in the applicable Contract Period (including the date
of acceptance and excluding the date of maturity) and a year of 365 days (it being agreed that the
rate per annum applicable to any B/A Equivalent Advance is equivalent to the rate per annum
otherwise applicable to the discount relating to the Bankers’ Acceptance which has been replaced by
the making of such B/A Equivalent Advance pursuant to Section 2.5).



“Acquisition” means the purchase by the Company or any of its Subsidiaries of any business,
including the purchase of associated assets or operations or the Equity Interests of a Person.



“Adjusted Base Rate” means, for any day, the fluctuating rate per annum of interest equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect
on such day plus 0.5%. Any change in the Adjusted Base Rate due to a change in the Prime
Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime
Rate or Federal Funds Rate.



“Administrative Agent” means US Administrative Agent or Canadian Administrative Agent.




 









 




“Administrative Agent’s Office” means, with respect to any currency, the Applicable
Administrative Agent’s address and, as appropriate, account as set forth on Schedule III, or such
other address or account with respect to such currency as the Applicable Administrative Agent may
from time to time notify to the Applicable Borrower and the US Lenders or Canadian Lenders, as
applicable.



“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by
the Applicable Administrative Agent.



“Advance” means (a) a US Advance, (b) a Canadian Advance, (c) a US Swingline Advance, (d) a
Canadian Swingline Advance, or (e) a Term B Advance.



“Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



“Agreed Currency” means, subject to Section 1.7 and Section 1.8, (a) Dollars, (b) Euro, (c)
Pounds Sterling, (d) Canadian Dollars, and (e) any other Eligible Currency approved in accordance
with Section 1.7.



“Applicable Administrative Agent” means (a) the US Administrative Agent, with respect to
the US Revolving Facility, the Term B Facility, US Security Documents, or US Collateral, and (b)
the Canadian Administrative Agent, with respect to the Canadian Facility, Canadian Security
Documents, or the Canadian Collateral.



“Applicable Borrower” means (a) the US Borrower, with respect to the US Revolving Facility
and the Term B Facility, and (b) the Canadian Borrower, with respect to the Canadian Facility.



“Applicable Issuing Lender” means (a) the US Issuing Lender, with respect to US Letters of
Credit, and (b) Canadian Issuing Lender, with respect to the Canadian Letters of Credit.



“Applicable Margin” means, at any time (a) with respect to each Type of Advance (other than
a Term B Advance), the Letters of Credit and the Commitment Fees, the percentage rate per annum
which is applicable at such time with respect to such Advance, Letter of Credit or Commitment Fee
as set forth in Part 1 of Schedule I and (b) with respect to each Term B Advance, the percentage
rate per annum which is applicable at such time with respect to such Term B Advance as set forth in
Part 2 of Schedule I.



“Applicable Percentage” means:




     (a) with respect to the US Revolving Facility and any US Revolving Lender, (i) the ratio
(expressed as a percentage) of such Lender’s US Revolving Commitment at such time to the aggregate
US Revolving Commitments of the US Revolving Lenders at such time or (ii) if the US Revolving
Commitments have been terminated or expired, the ratio (expressed as a percentage) of such US
Revolving Lender’s aggregate outstanding US Revolving Advances at such time to the total aggregate
outstanding US Revolving Advances at such time;



     (b) with respect to the Canadian Facility and any Canadian Lender, (i) the ratio (expressed as
a percentage) of such Canadian Lender’s Canadian Commitment at such time to the aggregate Canadian
Commitments of the Canadian Lenders at such time or (ii) if the Canadian Commitments have been
terminated or expired, the ratio (expressed as a percentage) of such Canadian Lender’s aggregate
outstanding Canadian Advances at such time to the total aggregate outstanding Canadian Advances at
such time;



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     (c) with respect to the Term B Facility and any Term B Lender, (i) the ratio (expressed as a
percentage) of such Lender’s Term B Commitment at such time to the aggregate Term B Commitments of
the Term B Lenders at such time or (ii) if the Term B Commitments have been terminated or expired,
the ratio (expressed as a percentage) of such Term B Lender’s aggregate outstanding Term B Advances
at such time to the total aggregate outstanding Term B Advances at such time; and



     (d) with respect to the Facilities as a whole and to any Lender, (i) the ratio (expressed as a
percentage) of such Lender’s Commitments at such time to the aggregate Commitments of the Lenders
at such time or (ii) if the Commitments have been terminated or expired, the ratio (expressed as a
percentage) of such Lender’s aggregate outstanding Advances at such time to the total aggregate
outstanding Advances at such time.


“Applicable Swingline Lender” means US Swingline Lender, with respect to US Swingline
Advances, or Canadian Swingline Lender, with respect to Canadian Swingline Advances.



“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or
two or more Approved Funds managed by the same investment advisor.



“Assignment and Assumption” means an assignment and assumption executed by a Lender and an
Eligible Assignee and accepted by the US Administrative Agent, and if under the Canadian Facility,
also accepted by the Canadian Administrative Agent, in substantially the form set forth in Exhibit
A.



“Base Rate Advance” means a US Advance or a Canadian Advance denominated in Dollars which
bears interest based upon the Adjusted Base Rate or the Canadian Base Rate, respectively.



“Big Mac Note” means a seller note for less than $10,000,000 made by the Company or any
Subsidiary in connection with the acquisition of the assets or capital stock of Big Mac Tank
Trucks, Inc., Big Mac Transports, Inc. and Fugo Services, Inc. and which is subject to
subordination terms that are satisfactory to the Administrative Agents in their reasonable
discretion.



“B/A Equivalent Advance” shall have the meaning assigned to such term in Section 2.5.



“B/A Advance” means a B/A accepted and purchased by a Canadian Lender pursuant to Section
2.5 or a B/A Equivalent Advance made by a Canadian Lender pursuant to Section 2.5. For greater
certainty, all provisions of this Agreement that are applicable to Bankers’ Acceptances are also
applicable, mutatis mutandis, to B/A Equivalent Advances.



“B/A Borrowing” means a Borrowing comprised of one or more Bankers’ Acceptances or, as
applicable, B/A Equivalent Advance, as to which a single Contract Period is in effect.



“Bankers’ Acceptance” and “B/A” means a non-interest bearing bill of exchange
denominated in Canadian Dollars, drawn by the Canadian Borrower, and accepted by a Canadian Lender
in accordance with this Agreement, and shall include a depository bill within the meaning of the
Depository Bills and Notes Act (Canada) and a bill of exchange within the meaning of the Bills of
Exchange Act (Canada).



“Borrowing” means a US Revolving Borrowing, Canadian Borrowing, Term B Borrowing or a B/A
Borrowing.




-3-









 




“Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Legal Requirements of, or are in fact closed in, the state
where the US Administrative Agent’s Office with respect to Obligations denominated in Dollars is
located and:




     (a) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated
in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement
in respect of any such Eurocurrency Advance, means any such day on which dealings in deposits in
Dollars are conducted by and between banks in the London interbank eurodollar market;



     (b) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated
in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such
Eurocurrency Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in
respect of any such Eurocurrency Advance, means a TARGET Day;



     (c) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated
in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the
relevant currency are conducted by and between banks in the London or other applicable offshore
interbank market for such currency;



     (d) if such day relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro in respect of a Eurocurrency Advance denominated in a currency other
than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be
carried out pursuant to this Agreement in respect of any such Eurocurrency Advance (other than any
interest rate settings), means any such day on which banks are open for foreign exchange business
in the principal financial center of the country of such currency; and



     (e) if such day also relates to any fundings, disbursements, settlements and payments under
the Canadian Facility, means any such day on which banks are not required or authorized by law to
close in Calgary, Alberta Canada and Toronto, Canada.


“Canadian Administrative Agent” means HSBC in its capacity as agent for the Canadian
Lenders pursuant to Article VIII and any successor agent pursuant to Section 8.6; provided that the
Canadian Administrative Agent shall at all times be a Canadian resident for purposes of the ITA.



“Canadian Advance” means (a) an advance by a Canadian Lender to the Canadian Borrower as a
part of a Borrowing pursuant to Section 2.1 and refers to either a Canadian Base Rate Advance or a
Eurocurrency Advance, and (b) a B/A accepted and purchased by a Canadian Lender pursuant to Section
2.5 and B/A Equivalent Advances made by a Canadian Lender pursuant to Section 2.5.



“Canadian Base Rate” means, on any day:




     (a) for Canadian Advances and Canadian Swingline Advances denominated in Canadian Dollars, the
rate per annum equal to the greater of (i) the annual rate of interest announced from time to time
by the Canadian Administrative Agent as its prime rate in effect at its principal office in
Toronto, Ontario on such day for determining interest rates on Canadian Dollar denominated
commercial loans made in Canada; and (ii) the annual rate of interest equal to the sum of (A) the
CDOR Rate in effect on such day and (B) 1%, and



     (b) for Canadian Advances and Canadian Swingline Advances denominated in Dollars, the rate per
annum equal to the greater of (i) the annual rate of interest announced from time to time by the



-4-









 




Canadian Administrative Agent as its base rate in effect at its principal office in Toronto,
Ontario on such day for determining interest rates on Dollar denominated commercial loans made in
Canada and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Each change in the
Canadian Base Rate shall be effective on the date such change is publicly announced as being
effective.



“Canadian Base Rate Advance” means Canadian Base Rate (C$) Advance or Canadian Base Rate
(US$) Advance.



“Canadian Base Rate (C$) Advance” means a Canadian Advance in Canadian Dollars that bears
interest as provided in part (a) of the definition of Canadian Base Rate.



“Canadian Base Rate (US$) Advance” means a Canadian Advance in Dollars that bears interest
as provided in part (b) of the definition of Canadian Base Rate.



“Canadian Benefit Plans” means all employee benefit plans of any nature or kind whatsoever
that are not Canadian Pension Plans and are maintained or contributed to by the US Borrower or any
of the Canadian Subsidiaries, in each case covering employees in Canada.



“Canadian Borrowing” means a borrowing consisting of simultaneous Canadian Advances of the
same Type made by the Canadian Lenders pursuant to Section 2.1.



“Canadian Cash Collateral Account” means a special cash collateral account pledged to the
Canadian Administrative Agent containing cash deposited pursuant to the terms hereof to be
maintained with the Administrative Agent in accordance with Section 2.3.



“Canadian Collateral” means (a) all “Collateral”, “Pledged Collateral”, “Pledged Accounts”
and “Mortgaged Property” (as defined in each of the Canadian Mortgages and the Canadian Security
Agreements, as applicable) or similar terms used in the Canadian Security Documents, and (b) all
amounts contained in the Canadian Borrower’s and Foreign Subsidiaries’ bank accounts.



“Canadian Commitment” means, for each Canadian Lender, the obligation of such Lender to
advance to Canadian Borrower the amount set opposite such Lender’s name on Schedule II as its
Canadian Commitment, or if such Lender has entered into any Assignment and Assumption, set forth
for such Lender as its Canadian Commitment in the applicable Register, as such amount may be
reduced or reallocated pursuant to Section 2.1; provided that, after the Revolving Maturity
Date, the Canadian Commitment for each Lender shall be zero; and provided further that, the
aggregate Canadian Commitments shall not exceed $50,000,000 at any time.



“Canadian Commitment Fee” means the fees required under Section 2.9(b).



“Canadian Dollars” and “C$” means the lawful money of Canada.



“Canadian Dollar Equivalent” shall mean, on any date of determination, with respect to any
amount in Dollars, the equivalent in Canadian Dollars of such amount, determined by the Canadian
Administrative Agent using the Exchange Rate then in effect.



“Canadian Facility” means, collectively, (a) the revolving credit facility described in
Section 2.1(b) and Section 2.5, (b) the swing line subfacility provided by the Canadian Swingline
Lender described in Section 2.4 and (c) the letter of credit subfacility provided by the Canadian
Issuing Lender described in Section 2.3.




-5-









 




“Canadian Guaranty” means, individually and collectively, the guarantees, substantially in
the form of Exhibit B or such other form reasonably acceptable to the Guarantor executing such and
the Administrative Agents, and made by the Company or a Foreign Subsidiary Guarantor in favor of
the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.



“Canadian Issuing Lender” means HSBC, in its capacity as the Canadian Lender that issues
Canadian Letters of Credit pursuant to the terms of this Agreement.



“Canadian Lenders” means Lenders having a Canadian Commitment or if such Canadian
Commitments have been terminated, Lenders that are owed Canadian Advances. Each Canadian Lender at
all times shall be a Canadian Resident Lender and shall be a Schedule I Bank, a Schedule II Bank or
a Schedule III Bank.



“Canadian Lender Party” has the meaning set forth in Section 2.15(f).



“Canadian Letter of Credit” means any standby or commercial letter of credit issued by the
Canadian Issuing Lender for the account of the Canadian Borrower or any Guarantor pursuant to the
terms of this Agreement, in such form as may be agreed by the Canadian Borrower and the Canadian
Issuing Lender.



“Canadian Letter of Credit Application” means the Canadian Issuing Lender’s standard form
letter of credit application for standby or commercial letters of credit which has been executed by
the Canadian Borrower and accepted by the Canadian Issuing Lender in connection with the issuance
of a Canadian Letter of Credit.



“Canadian Letter of Credit Documents” means all Canadian Letters of Credit, Canadian Letter
of Credit Applications and amendments thereof, and agreements, documents, and instruments entered
into in connection therewith or relating thereto.



“Canadian Letter of Credit Exposure” means, at the date of its determination by the
Canadian Administrative Agent, the aggregate outstanding undrawn amount of Canadian Letters of
Credit plus the aggregate unpaid amount of all of the Canadian Borrower’s payment obligations under
drawn Canadian Letters of Credit.



“Canadian Letter of Credit Extension” means, with respect to any Canadian Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.



“Canadian Letter of Credit Maximum Amount” means C$2,500,000.00; provided that, on
and after the Revolving Maturity Date, the Canadian Letter of Credit Maximum Amount shall be zero.



“Canadian Letter of Credit Obligations” means all obligations of the Canadian Borrower
under this Agreement in connection with the Canadian Letters of Credit.



“Canadian Majority Lenders” means (a) at any time when there are more than two Canadian
Lenders, two or more Canadian Lenders holding at least 51% of the sum of the unutilized Canadian
Commitments plus the Canadian Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in the Canadian Letter of Credit Obligations and Canadian
Swingline Advances being deemed “held” by such Canadian Lender for purposes of this definition);
and (b) at any time when there are one or two Canadian Lenders, all Canadian Lenders.




-6-









 




“Canadian Mortgages” means each land mortgage in form and substance reasonably acceptable
to the Canadian Borrower and the Administrative Agents and executed by the Canadian Borrower or any
Foreign Subsidiary of the Company to secure all or a portion of the Canadian Obligations.



“Canadian Note” means a promissory note of the Canadian Borrower payable to the order of a
Canadian Lender in the amount of such Lender’s Canadian Commitment, in the form provided by the
Canadian Administrative Agent and acceptable to the Canadian Borrower.



“Canadian Obligations” means the Obligations owing by the Canadian Borrower.



“Canadian Outstandings” means, as of the date of determination, the sum of (a) the Dollar
Equivalent of the aggregate outstanding amount of all Canadian Advances plus (b) the Dollar
Equivalent of the Canadian Letter of Credit Exposure plus (c) the Dollar Equivalent of the
aggregate outstanding amount of all Canadian Swingline Advances.



“Canadian Pension Plans” means each plan that is considered to be a pension plan for the
purposes of any applicable pension benefits standards statute and/or regulation in Canada
established, maintained or contributed to by the Canadian Borrower or any of the Canadian
Subsidiaries for its employees or former employees.



“Canadian Resident Lender” has the meaning set forth in Section 2.15(f).



“Canadian Secured Parties” means the Canadian Administrative Agent, the Canadian Lenders,
the Canadian Issuing Lender, the Canadian Swingline Lender, and Swap Counterparties who are owed
any Canadian Obligations.



“Canadian Security Agreement” means, individually and collectively, the security
agreements, substantially in the form of Exhibit E, entered into by the Canadian Borrower or a
Foreign Subsidiary Guarantor, as grantor, and the Canadian Administrative Agent for the benefit of
the Canadian Secured Parties.



“Canadian Security Documents” means the Canadian Mortgages, Canadian Security Agreement,
and each other Security Document to which the Canadian Borrower or any US Subsidiary Guarantor or
Foreign Subsidiary Guarantor is a party and that purports to grant a Lien in the assets of any such
Person in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured
Parties.



“Canadian Subsidiaries” means the Subsidiaries organized under the laws of Canada or any
province, territory or other political subdivision thereof.



“Canadian Swingline Advance” means an advance by the Canadian Swingline Lender to the
Canadian Borrower pursuant to Section 2.4.



“Canadian Swingline Amount” means, for the Canadian Swingline Lender, C$3,000,000;
provided that, on and after the Revolving Maturity Date, the Canadian Swingline Amount
shall be zero.



“Canadian Swingline Lender” means HSBC.



“Canadian Swingline Note” means a promissory note made by the Canadian Borrower payable to
the order of the Canadian Swingline Lender in the form provided by the Canadian Administrative
Agent and acceptable to the Canadian Borrower.




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“Canadian Swingline Payment Date” means the Revolving Maturity Date.



“Canadian Withholding Tax” has the meaning set forth in Section 2.15(f).



“Capital Expenditure Limit” means, as of the end any fiscal quarter, for the twelve month
period then ended, the greater of (a) 75% of the Company’s consolidated EBITDA for the twelve month
period then ended and (b) $100,000,000.



“Capital Expenditures” for any Person and period of its determination means, without
duplication, the aggregate of all expenditures and costs (whether paid in cash or accrued as
liabilities during that period and including that portion of Capital Leases which is capitalized on
the balance sheet of such Person) of such Person during such period that, in conformity with GAAP,
are required to be included in or reflected by the property, plant, or equipment or similar fixed
asset accounts reflected in the balance sheet of such Person.



“Capital Leases” means, for any Person, any lease of any Property by such Person as lessee
which would, in accordance with GAAP, be required to be classified and accounted for as a capital
lease on the balance sheet of such Person.



“Cash Collateral Account” means the US Cash Collateral Account or the Canadian Cash
Collateral Account.



“CDOR Rate” means, for each day in any period, the annual rate of interest that is the rate
based on an average rate applicable to Canadian Dollar bankers’ acceptances for a term equal to the
term of the relevant Contract Period (or for a term of 30 days for purposes of determining the
Canadian Base Rate) appearing on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto,
Ontario time), on such date, or if such date is not a Business Day, on the immediately preceding
Business Day; provided that if such rate does not appear on the Reuters Screen CDOR Page on such
date as contemplated, then the CDOR Rate on such date shall be the arithmetic average of the
Discount Rate quoted by each Schedule II/III Reference Bank (determined by the Canadian
Administrative Agent as of 10:00 a.m. (Toronto, Ontario time) on such date) that would be
applicable to Canadian Dollar bankers’ acceptances for the relevant period quoted by such bank as
of 10:00 a.m. (Toronto, Ontario time) on such date or, if such date is not a Business Day, on the
immediately preceding Business Day.



“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, state and local analogs, and all rules and regulations and requirements
thereunder in each case as now or hereafter in effect.



“CES” means Complete Energy Services, Inc., a Delaware corporation.



“Change in Control” means the occurrence of any of the following events: (a) the Company
ceases to own, either directly or indirectly, 100% of the Equity Interest in any Subsidiary other
than as a result of a sale of asset or merger permitted under Section 6.7 or Section 6.8; (b) prior
to the closing of the Offering, SCF ceases to own more than 50% of the Equity Interest in the
Company; and (c) after the closing of the Offering, (i) any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) other than SCF becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have “beneficial ownership” of all securities that
such person or group has the right to acquire (such right, an “option right”), whether such right
is exercisable immediately or only after the passage of time), directly or




-8-









 




indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of
the board of directors or equivalent governing body of the Company on a fully-diluted basis (and
taking into account all such securities that such person or group has the right to acquire pursuant
to any option right), or (ii) during any period of 12 consecutive months, a majority of the members
of the board of directors or other equivalent governing body of the Company cease to be composed of
individuals (A) who were members of that board or equivalent governing body on the first day of
such period, (B) whose election or nomination to that board or equivalent governing body was
approved by individuals referred to in clause (A) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body or (C) whose election
or nomination to that board or other equivalent governing body was approved by individuals referred
to in clauses (A) and (B) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.



“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



“Class” has the meaning set forth in Section 1.4.



“Closing Date” means the first date all the conditions precedent in Section 3.1 are
satisfied or waived.



“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and
published interpretations thereof.



“Collateral” means, collectively, all of the US Collateral and the Canadian Collateral.



“Commitment Fee” means the Canadian Commitment Fee or the US Revolving Commitment Fee.



“Commitments” means, as to any Lender, its US Revolving Commitment, Canadian Commitment and
Term B Commitment, if applicable, and as to a Swingline Lender, its Swingline Commitment.



“Company” has the meaning set forth in the recitals.



“Compliance Certificate” means a compliance certificate executed by an authorized officer
of the Company or such other Person as required by this Agreement in substantially the same form as
Exhibit F that shall include a certification by an authorized officer of the Company that no
Default has occurred and is continuing.



“Computation Date” means (a) the Closing Date and (b) so long as any outstanding Credit
Extension under any Facility is denominated in a Foreign Currency, (i) the last Business Day of
each calendar quarter, (ii) the date of any proposed Credit Extension if the US Administrative
shall determine or the US Revolving Majority Lenders shall require, (iii) the date of any reduction
or reallocation of Commitments pursuant to Sections 2.1(d) or (e), (iv) if any such Credit
Extensions are under the US Revolving Facility, such additional dates as the US Administrative
Agent shall determine or the US Revolving Majority Lenders shall require, and (v) if any such
Credit Extensions are under the Canadian Facility, such additional dates as the Canadian
Administrative Agent shall determine or the Canadian Majority Lenders shall require.



“Combination Documents” means that certain Combination Agreement dated as of August 9, 2005
by and among IPS, CES, Complete Energy Services, LLC, I.E. Miller and I.E. Miller Services, LLC
effectuating




-9-









 




the combination of CES, IPS, and I.E. Miller and all other material agreements and documents
entered into by the parties thereto in connection with such combination transaction.



“Contract Period” means the term of a B/A Advance selected by the Canadian Borrower in
accordance with Section 2.5, commencing on the date of such B/A Advance and expiring on a Business
Day which shall be either 30 days, 60 days, 90 days or 180 days thereafter, provided that (a)
subject to clause (b) below, each such period shall be subject to such extensions or reductions as
may be reasonably determined by the Canadian Administrative Agent to ensure that each Contract
Period shall expire on a Business Day, and (b) no Contract Period shall extend beyond the Revolving
Maturity Date.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.



“Controlled Group” means all members of a controlled group of corporations and all
businesses (whether or not incorporated) under common control which, together with the Company or
any Subsidiary (as applicable), are treated as a single employer under Section 414 of the Code.



“Convert”, “Conversion” and “Converted” each refers to (a) a conversion of US Advances of
one Type into US Advances of another Type pursuant to Sections 2.6(b) and (c), (b) a conversion of
B/A Advances into Canadian Base Rate Advances pursuant to Sections 2.6(b) and (c), or (c) a
conversion of Canadian Base Rate Advances into B/A Advances pursuant to Sections 2.6(b) and (c) and
Section 2.5.



“Credit Documents” means this Agreement, the Notes, the Letter of Credit Documents, the
Guaranties, the Notices of Borrowing, the Notices of Conversion, the Security Documents, the Fee
Letter, and each other agreement, instrument, or document executed at any time in connection with
this Agreement.



“Credit Extension” means an Advance or a Letter of Credit Extension.



“Credit Parties” means the Borrowers and the Guarantors.



“Debt” means, for any Person, without duplication: (a) indebtedness of such Person for
borrowed money, including, without limitation, the face amount of any letters of credit supporting
the repayment of indebtedness for borrowed money issued for the account of such Person and
obligations under letters of credit, banker’s acceptances, and agreements relating to the issuance
of letters of credit or acceptance financing, including Letters of Credit; (b) obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments; (c) obligations of such
Person to pay the deferred purchase price of property, services, or Acquisitions (including,
without limitation, any earn-out obligations, contingent obligations, or other similar obligations
associated with such purchase, and including obligations that are non-recourse to the credit of
such Person but are secured by the assets of such Person, but excluding trade accounts payable);
(d) obligations of such Person as lessee under Capital Leases and obligations of such Person in
respect of synthetic leases; (e) obligations of such Person under any Hedging Arrangement (except
that such obligations shall not constitute Debt for purposes of the calculations for compliance
under Sections 6.18 and 6.19); (f) obligations of such Person owing in respect of redeemable
preferred stock of such Person; (g) obligations of such Person under direct or indirect guaranties
in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations
of others of the kinds referred to in clauses (a) through (f) above; and (h) indebtedness or
obligations of others of the kinds referred to in clauses (a) through (g) secured by any Lien on or
in respect of any Property of such Person.




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“Debt Incurrence” means, as to any Person, an issuance or sale by such Person or any of its
Subsidiaries of any unsecured Debt for borrowed money after the Effective Date other than Permitted
Debt.



“Debt Incurrence Proceeds” means, with respect to any Debt Incurrence, all cash and cash
equivalent investments received by the Company or any of its Subsidiaries from such Debt Incurrence
after payment of, or provision for, all underwriter fees and expenses, SEC fees, printing costs,
fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions
and other out-of-pocket fees and expenses actually incurred in connection with such Debt
Incurrence.



“Debtor Relief Laws” means (a) the Bankruptcy Code of the United States, (b) the Bankruptcy
and Insolvency Act (Canada), (c) the Companies’ Creditors Arrangement Act (Canada) and (d) all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.



“Default” means (a) an Event of Default or (b) any event or condition which with notice or
lapse of time or both would, unless cured or waived, become an Event of Default.



“Designated Currency” means, (a) for Eurocurrency Advances under the US Revolving Facility,
the Agreed Currency which is designated for such Eurocurrency Advances, (b) for US Base Rate
Advances, Dollars, (c) for US Swingline Advances and US Letters of Credit, Dollars, (d) for
Canadian Swingline Advances, Canadian Dollars, (e) for B/As and B/A Equivalent Advances, Canadian
Dollars, (f) for Eurocurrency Advances under the Canadian Facility, Dollars or Canadian Dollars,
(g) for Canadian Base Rate (C$) Advances, Canadian Dollars, (h) for Canadian Base Rate (US$)
Advances, Dollars, (i) for Canadian Letters of Credit, Canadian Dollars or Dollars as designated by
the Canadian Borrower, and (j) for Term B Advances, Dollars.



“Discount Proceeds” means for any B/A (or, as applicable, any B/A Equivalent Advance), an
amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up)
calculated on the applicable Borrowing date by multiplying:




     (a) the face amount of the B/A (or, as applicable, any B/A Equivalent Advance); by



     (b) the quotient of one divided by the sum of one plus the product of:




     (i) the Discount Rate (expressed as a decimal) applicable to such B/A (or, as
applicable, any B/A Equivalent Advance), and




     (ii) a fraction, the numerator of which is the number of days in the Contract Period of
the B/A (or, as applicable, any B/A Equivalent Advance) and the denominator of which is 365,


with such quotient being rounded up or down to the fifth decimal place and .000005 being rounded
up.



“Discount Rate” means (a) with respect to any Canadian Lender that is a Schedule I Bank, as
applicable to a B/A being purchased by such Lender on any day, the CDOR Rate; and (b) with respect
to any Canadian Lender that is not a Schedule I Bank, as applicable to a B/A being purchased by
such Lender on any day, the lesser of (A) the CDOR Rate plus 10 basis points (0.10%), and (B) the
average (as determined by the Canadian Administrative Agent in good faith) of the respective
percentage discount rates (expressed to two decimal places and rounded upward, if not in an
increment of 1/100th of 1%, to the nearest 0.01%) quoted by the Schedule II/III
Reference Banks as the percentage discount rates at which the Schedule II/III Reference Banks
would, in accordance with their normal market practices, at or about 10:00 a.m. (Standard Time) on
such date, be prepared to purchase bankers’ acceptances accepted by the




-11-









 




Schedule II/III Reference Banks having a face amount and term comparable to the face amount and
term of such B/A.



“Dollars” and “$” means lawful money of the United States.



“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the
equivalent amount thereof in Dollars as determined by the Applicable Administrative Agent or the
Applicable Issuing Lender, as the case may be, at such time on the basis of the Exchange Rate
(determined in respect of the most recent Computation Date) for the purchase of Dollars with such
Foreign Currency.



“Domestic Proceeds” means all Debt Incurrence Proceeds, Equity Issuance Proceeds and
casualty insurance or condemnation proceeds received by the Company or any Subsidiary which do not
constitute Foreign Proceeds.



“Domestic Subsidiary” means, with respect to any Person, any of its Subsidiaries that is
incorporated or organized under the laws of the United States, any State thereof or the District of
Columbia.



“EBITDA” means, without duplication, for the Company and its Subsidiaries, the sum of (a)
the Company’s consolidated Net Income for such period plus (b) to the extent deducted in
determining Company’s consolidated Net Income, Interest Expense, taxes, depreciation, amortization
and other non-cash charges for such period; provided that such EBITDA shall be subject to
pro forma adjustments for Acquisitions and Nonordinary Course Asset Sales assuming that such
transactions had occurred on the first day of the determination period, which adjustments shall be
made in accordance with the guidelines for pro forma presentations set forth by the SEC. For the
avoidance of doubt, EBITDA of the Company and its Subsidiaries for the periods occurring prior to
the effective date of the transactions contemplated by the Combination Documents shall include,
without duplication, the consolidated EBITDA of CES and its Subsidiaries, IPS and its Subsidiaries
and I.E. Miller and its Subsidiaries.



“Effective Date” means the date of this Agreement.



“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund,
(d) with respect the Term B Facility, any Fund, and (e) any other Person (other than a natural
person) approved by (i) the US Administrative Agent in the case of any assignment of a Term B
Commitment, (ii) the US Administrative Agent and the US Issuing Lender in the case of any
assignment of a US Revolving Commitment or Term B Commitment, (iii) the Canadian Administrative
Agent in the case of any assignment of a Canadian Commitment, (iv) unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance with Section 9.6,
the US Borrower with respect to any assignment of a US Revolving Commitment, and (v) unless an
Event of Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 9.6, the Canadian Borrower with respect to any assignment of a Canadian
Commitment (each such approval not to be unreasonably withheld or delayed); provided,
however, that neither the Company nor an Affiliate of the Company shall qualify as an Eligible
Assignee; and provided further, however, that in the case of any assignment of a
Canadian Commitment, such Lender must also satisfy Section 2.15(f).



“Eligible Currency” means any Foreign Currency provided that: (a) quotes for loans in such
currency are available in the London interbank deposit market; (b) such currency is freely
transferable and convertible into Dollars in the London foreign exchange market, (c) no approval of
a Governmental Authority in the country of issue of such currency is required to permit use of such
currency by any applicable Lender or Issuing Lender for making loans or issuing letters of credit,
or honoring drafts presented under letters of




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credit in such currency, and (d) there is no restriction or prohibition under any applicable Legal
Requirements against the use of such currency for such purposes.



“EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.



“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C.
9601(8) (1988).



“Environmental Claim” means any third party (including governmental agencies and employees)
action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement
or notice of potential or actual responsibility or violation (including claims or proceedings under
the Occupational Safety and Health Acts or similar laws or requirements relating to health or
safety of employees) which seeks to impose liability under any Environmental Law.



“Environmental Law” means all federal, state, and local laws, rules, regulations,
ordinances, orders, decisions, agreements, and other requirements, including common law theories,
now or hereafter in effect and relating to, or in connection with the Environment, health, or
safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury,
destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water,
groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or
liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal
or transportation; (c) exposure to pollutants, contaminants, hazardous, medical infections, or
toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the
manufacture, processing, handling, transportation, distribution in commerce, use, storage or
disposal of hazardous, medical infections, or toxic substances, materials or wastes.



“Environmental Permit” means any permit, license, order, approval, registration or other
authorization under Environmental Law.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



“Equity Interest” means with respect to any Person, any shares, interests, participation,
or other equivalents (however designated) of corporate stock, membership interests or partnership
interests (or any other ownership interests) of such Person.



“Equity Issuance” means any issuance of equity securities or any other Equity Interests
(including any preferred equity securities) by a Person other than equity securities issued (i) to
the Company or one of its Subsidiaries and (ii) pursuant to employee or director and officer stock
option plans in the ordinary course of business.



“Equity Issuance Proceeds” means, with respect to any Equity Issuance, all cash and cash
equivalent investments received by the Company or any of its Subsidiaries from such Equity Issuance
after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees,
printing costs, fees and expenses of accountants, lawyers and other professional advisors,
brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection
with such Equity Issuance.



“Euro” and “EUR” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



“Eurocurrency Advance” means a US Advance or a Canadian Advance that bears interest based
upon the Eurocurrency Rate.




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“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the
Federal Reserve Board as in effect from time to time.



“Eurocurrency Rate” means, for the Interest Period for each Eurocurrency Advance comprising
the same Borrowing, the interest rate per annum (rounded upward to the nearest whole multiple of
1/100 of 1%) equal to (a) the applicable London interbank offered rate for deposits in the
Designated Currency for such Borrowing appearing on the applicable Telerate British Bankers
Association Interest Settlement Rate page for such Designated Currency as of 11:00 a.m. (London,
England time) two Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, (b) if the rate as determined under clause (a) is not
available at such time for any reason, the London interbank offered rate for deposits in such
Designated Currency appearing on Reuters Screen FRBD as of 11:00 a.m. (London, England time) two
Business Days prior to the first day of such Interest Period, and having a maturity equal to such
Interest Period), and (c) if the rate as determined under clause (a) or clause (b) is not available
at such time for any reason, then the rate determined by the Applicable Administrative Agent to be
the rate at which deposits in the Designated Currency for delivery on the first day of such
Interest Period in immediately available funds in the approximate amount of the Eurocurrency
Advance being made, continued or converted by the Applicable Administrative Agent and with a term
equivalent to such Interest Period would be offered by the Applicable Administrative Agent’s London
Branch (or other branch or Affiliate of the Applicable Administrative Agent) to major banks in the
London or other offshore interbank market for such currency at their request at approximately 11:00
a.m. (London time) two Business Days prior to the commencement of such Interest Period.



“Event of Default” has the meaning specified in Section 7.1.



“Excess Cash Flow” means, at any time, an amount equal to (a) the Company’s consolidated
EBITDA for the twelve month period then ended minus (b) without duplication, the sum of (i)
taxes actually paid by the Company and the Subsidiaries during such twelve month period, (ii)
Capital Expenditures of the Company and the Subsidiaries actually paid during such twelve month
period, (iii) the consolidated Interest Expense of the Company actually paid during such twelve
month period, and (iv) principal installment payments and optional prepayments of Term B Advances
made during such twelve month period; provided that, for purposes of this definition, the
Company’s consolidated EBITDA shall not include the pro forma EBITDA of any Person prior to the
acquisition of such Person by the Company or by any Subsidiary.



“Exchange Rate” means, on any Business Day, (a) with respect to any calculation of the
Dollar Equivalent with respect to any Foreign Currency on such date or any calculation of the
Foreign Currency Equivalent on such date, the rate at which such Foreign Currency may be exchanged
into Dollars or Dollars may be exchanged into such Foreign Currency, as set forth on such date on
the relevant FWDS Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such
date and (b) with respect to any calculation of the Canadian Dollar Equivalent, the rate at which
Dollars may be exchanged into Canadian Dollars, as set forth on such date on the relevant FWDS
Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such date. In the
event that such rate does not appear on any such Reuters page, the “Exchange Rate” with respect to
such Foreign Currency (including Canadian Dollars) shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon by the US
Administrative Agent and the Borrowers or, in the absence of such agreement, such “Exchange Rate”
shall instead be the US Administrative Agent’s spot rate of exchange in the interbank market where
its currency exchange operations in respect of such Foreign Currency are then being conducted, at
or about 10:00 A.M. local time at such date for the purchase of such Foreign Currency with Dollars
or the purchase of Dollars with such Foreign Currency, as the case may be, for delivery two
Business Days later; provided that if at the time of any such determination no such spot
rate can reasonably be quoted, the US Administrative Agent may use any reasonable method (including




-14-









 




obtaining quotes from three or more market makers for such Foreign Currency) as it deems
appropriate to determine such rate and such determination shall be presumed correct absent manifest
error.



“Excluded Taxes” means, with respect to any Lender Party or any other recipient of any
payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed
on or measured by its overall net income (however denominated), and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) 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 or any similar tax imposed by any other jurisdiction in which such
Borrower is located and (c) except as provided in the following sentence, in the case of a Foreign
Lender (other than an assignee pursuant to a request by a Borrower under Section 2.17), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with
Section 2.15(d), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
amounts from the Applicable Borrower with respect to such withholding tax pursuant to Section 2.15.
Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not
include any withholding tax imposed at any time on payments made by or on behalf of a Foreign
Credit Party to any Lender Party hereunder or under any other Credit Document, provided
that such Lender, such Administrative Agent and such Issuing Lender shall have complied with
Section 2.15(d) and Section 2.15(f), as applicable.



“Existing Credit Agreements” means (a) the Amended and Restated Credit Agreement dated
February 8, 2005 among CES, the lenders party thereto and Wells Fargo, as administrative agent, as
amended, (b) the Amended and Restated Credit Agreement dated as of February 11, 2005 among IPS,
Canadian Borrower, the lenders party thereto and Wells Fargo and HSBC, as administrative agents,
and (c) the Credit Agreement dated August 31, 2004 among I.E. Miller, the lenders party thereto and
Wells Fargo, as administrative agent, as amended.



“Existing Letter of Credit” means each letter of credit listed on Schedule IV that is
either (a) issued by Wells Fargo for the account of IPS or any Domestic Subsidiary of the Company,
or (b) issued by HSBC for the account of the Canadian Borrower or any Foreign Subsidiary of the
Company, and, in any case, that is outstanding on the Closing Date.



“Facility” means the US Revolving Facility, the Canadian Facility or the Term B Facility.



“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate charged to the US Administrative Agent (in its individual capacity) on
such day on such transactions as determined by the US Administrative Agent.



“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any
of its successors.




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“Fee Letter” means that certain fee letter dated as of June 23, 2005 among the Canadian
Borrower and Wells Fargo.



“Financial Statements” means, for any period, the consolidated and consolidating financial
statements of the Company and its Subsidiaries, including statements of income, retained earnings,
changes in equity and cash flow for such period as well as a balance sheet as of the end of such
period, all prepared in accordance with GAAP.



“Foreign Credit Party” means any Credit Party that is a Foreign Subsidiary of the Company.



“Foreign Currency” means a currency other than Dollars.



“Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the
Applicable Administrative Agent or the Applicable Issuing Lender, as the case may be, at such time
on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for
the purchase of such Foreign Currency with Dollars.



“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under
the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.



“Foreign Proceeds” means (a) Debt Incurrence Proceeds received by a Foreign Subsidiary of
the Company on account of Debt Incurrence of such Foreign Subsidiary or any other Foreign
Subsidiary of the Company, (b) Equity Issuance Proceeds received by a Foreign Subsidiary of the
Company on account of Equity Issuance of such Foreign Subsidiary or any other Foreign Subsidiary of
the Company, and (c) casualty insurance proceeds or condemnation proceeds received by a Foreign
Subsidiary on account of a casualty or condemnation event in connection with any assets of Foreign
Subsidiary or any other Foreign Subsidiary of the Company.



“Foreign Subsidiary” means any Subsidiary of a Person that is not a Domestic Subsidiary.



“Foreign Subsidiary Guarantor” means each Foreign Subsidiary listed on Part A of Schedule
4.11, and each other Foreign Subsidiary of the Canadian Borrower that is or becomes a party to the
Canadian Guaranty.



“Fund” means 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.



“GAAP” means United States generally accepted accounting principles as in effect from time
to time, applied on a basis consistent with the requirements of Section 1.3.



“Governmental Authority” means the government of the United States or any other nation, or
of any political subdivision thereof, whether state or local, and any 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 (including any supra-national bodies such as the European Union or the European Central
Bank).




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“Guarantors” means any Person that now or hereafter executes a Guaranty or a joinder or
supplement to a Guaranty.



“Guaranties” means, collectively, the US Subsidiary Guaranty and the Canadian Guaranty.



“Hazardous Substance” means any substance or material identified as such pursuant to CERCLA
and those regulated under any other Environmental Law, including without limitation pollutants,
contaminants, petroleum, petroleum products, radionuclides, and radioactive materials.



“Hazardous Waste” means any substance or material regulated or designated as such pursuant
to any Environmental Law, including without limitation, pollutants, contaminants, flammable
substances and materials, explosives, radioactive materials, oil, petroleum and petroleum products,
chemical liquids and solids, polychlorinated biphenyls, asbestos, toxic substances, and similar
substances and materials.



“Hedging Arrangement” means a hedge, call, swap, collar, floor, cap, option, forward sale
or purchase or other contract or similar arrangement (including any obligations to purchase or sell
any commodity or security at a future date for a specific price) which is entered into to reduce or
eliminate or otherwise protect against the risk of fluctuations in prices or rates, including
interest rates, foreign exchange rates, commodity prices and securities prices.



“HSBC” means HSBC Bank Canada.



“I.E. Miller” means I.E. Miller Services, Inc., a Delaware corporation.



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Indemnitees” has the meaning specified in Section 9.01.



“Interest Expense” means, for any period and with respect to any Person, total interest
expense, letter of credit fees and other fees and expenses incurred by such Person in connection
with any Debt for such period (other than the upfront fees paid pursuant to any of the Lender
Parties on the Effective Date or on the Closing Date), whether paid or accrued (including that
attributable to obligations which have been or should be, in accordance with GAAP, recorded as
Capital Leases), including, without limitation, all commissions, discounts, and other fees and
charges owed with respect to letters of credit and bankers’ acceptance financing, fees owed with
respect to the Obligations, and net costs under Hedge Arrangements, all as determined in conformity
with GAAP. For the avoidance of doubt, Interest Expense of the Company and its Subsidiaries for
the periods occurring prior to the effective date of the transactions contemplated by the
Combination Documents shall include, without duplication, the consolidated Interest Expense of CES
and its Subsidiaries, IPS and its Subsidiaries and I.E. Miller and its Subsidiaries.



“Interest Period” means for each Eurocurrency Advance comprising part of the same
Borrowing, the period commencing on the date of such Eurocurrency Advance is made or deemed made
and ending on the last day of the period selected by the Applicable Borrower pursuant to the
provisions below and Section 2.6, and thereafter, each subsequent period commencing on the last day
of the immediately preceding Interest Period and ending on the last day of the period selected by
the Applicable Borrower pursuant to the provisions below and Section 2.6. The duration of each
such Interest Period shall be one, two, three, or six months, in each case as the Applicable
Borrower may select, provided that:




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     (a) The US Borrower shall select Interest Periods so that it is not necessary to repay any
portion of any Term B Advance prior to the last day of the applicable Interest Period in order to
make a mandatory scheduled repayment required pursuant to Section 2.8(b);



     (b) Interest Periods commencing on the same date for Advances comprising part of the same
Borrowing shall be of the same duration;



     (c) whenever the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and



     (d) 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 the calendar month in which it would have
ended if there were a numerically corresponding day in such calendar month.


“Inventory” of any Person means all inventory now owned or hereafter acquired by such
Person, wherever located and whether or not in transit, which is held for sale; provided,
that Inventory shall not include raw materials, work in process or supplies or materials consumed
in the business of such Person; and provided further that, purchased items shall be
considered Inventory and not raw materials if such purchased items could be resold in their
existing condition as finished goods without requiring further modification.



“IPS” means Integrated Production Services, Inc., a Delaware corporation and predecessor in
interest to the US Borrower.



“ISP” means, with respect to any Letter of Credit, the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance).



“Issuing Lender” means US Issuing Lender or Canadian Issuing Lender.



“ITA” means the Income Tax Act (Canada), as amended, and any successor thereto, and any
regulations promulgated thereunder.



“LEED/A&W Seller Notes” means (a) Subordinated Promissory Note dated as of February 3, 2004
made by CES payable to the order of Lee Daniel III in the principal amount of $2,200,000, (b) that
Permitted Subordinated Debt evidenced by the Subordinated Promissory Note dated as of March 2, 2004
made by CES payable to the order of Gary Wright in the principal amount of $416,666.66, (c) that
Permitted Subordinated Debt evidenced by the Subordinated Promissory Note dated as of March 2, 2004
made by CES payable to the order of Donald Wright in the principal amount of $416,666.6, and (d)
that Permitted Subordinated Debt evidenced by the Subordinated Promissory Note dated as of March 2,
2004 made by CES payable to the order of Ronald Wright in the principal amount of $416,666.67, as
replaced, modified or amended from time to time as permitted herein.



“Legal Requirement” means any law, statute, ordinance, decree, requirement, order,
judgment, rule, treaty, code, administrative or judicial precedents or authorities, regulation (or
official interpretation of any of the foregoing) of, and the terms of any license, authorization or
permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U and
X.




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“Lender Parties” means Lenders, the Issuing Lenders, the Swingline Lenders and the
Administrative Agents.



“Lenders” means the US Revolving Lenders, the Canadian Lenders and the Term B Lenders.



“Lending Office” means, as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Applicable Borrower and the Applicable Administrative Agent.



“Letter of Credit” means a US Letter of Credit or a Canadian Letter of Credit.



“Letter of Credit Application” means a US Letter of Credit Application or a Canadian Letter
of Credit Application.



“Letter of Credit Document” means a US Letter of Credit Document or a Canadian Letter of
Credit Document.



“Letter of Credit Extension” means a US Letter of Credit Extension or the Canadian Letter
of Credit Extension.



“Letter of Credit Obligations” means the US Letter of Credit Obligations and the Canadian
Letter of Credit Obligations.



“Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) all Debt of
the Company and its consolidated Subsidiaries as of the last day of such fiscal quarter to (b) the
Company’s consolidated EBITDA for the twelve month period then ended.



“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, or
encumbrance to secure or provide for the payment of any obligation of any Person, whether arising
by contract, operation of law, or otherwise (including the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease, or other title retention agreement).



“Liquid Investments” means (a) readily marketable direct full faith and credit obligations
of the United States or obligations unconditionally guaranteed by the full faith and credit of the
United States; (b) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii)
any commercial banking institutions or corporations rated at least P-1 by Moody’s or A-1 by S&P;
(c) certificates of deposit, time deposits, and bankers’ acceptances issued by (i) any of the
Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve
System and has a combined capital and surplus and undivided profits of not less than
$250,000,000.00 and rated Aa by Moody’s or AA by S&P; (d) repurchase agreements which are entered
into with any of the Lenders or any major money center banks included in the commercial banking
institutions described in clause (c) and which are secured by readily marketable direct full faith
and credit obligations of the government of the United States or any agency thereof; (e)
investments in any money market fund which holds investments substantially of the type described in
the foregoing clauses (a) through (d); and (f) other investments made through the US Administrative
Agent or its Affiliates and approved by the US Administrative Agent. All the Liquid Investments
described in clauses (a) through (d) above shall have maturities of not more than 365 days from the
date of issue.



“Majority Lenders” means, as of the date of determination (a) with respect to the
Facilities as a whole and for purposes of declaring the Obligations due and payable pursuant to
Section 7.2, and for all purposes after the Obligations become due and payable pursuant to Section
7.2 or 7.3 or all of the Commitments




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shall have expired or terminated, two or more Lenders holding at least 51% of the aggregate Maximum
Exposure Amount; (b) with respect to the US Revolving Facility, the US Revolving Majority Lenders;
(c) with respect to the Canadian Facility, the Canadian Majority Lenders; and (d) with respect to
the Term B Facility, the Term B Majority Lenders.



“Material Adverse Change” means a material adverse change (a) in the business, condition
(financial or otherwise), or results of operations of the Company and its Subsidiaries, taken as a
whole; (b) on the validity or enforceability of this Agreement or any of the other Credit Document;
or (c) on the Company’s or any other Credit Party’s ability to perform its obligations under this
Agreement, any Note, the Guaranties or any other Credit Document.



“Material Real Property” means, (a) as of the Closing Date, all real property encumbered to
secure any of the obligations under the Existing Credit Agreements, and (b) after the Closing Date
and as of the date of determination, any real property located in the United States or Canada owned
by the Company or any Subsidiary that (i) has a fair market value equal to or greater than
$10,000,000 or (ii) when taken together with all of the real property owned by the Company or any
Subsidiary has an aggregate fair market value equal to or greater than $20,000,000; provided that,
for purposes of the foregoing clause (ii), a parcel of real property that has a fair market value
of less than $250,000 shall not constitute “Material Real Property”.



“Material Subsidiary” means, as of a determination date, any Subsidiary whose (a) EBITDA
for the immediately preceding fiscal quarter as determined in accordance with GAAP, or (b) book
value of total assets as established in accordance with GAAP, is equal to or greater than 5% of any
of the Company’s (i) consolidated EBITDA for the immediately preceding fiscal quarter as determined
in accordance with GAAP or (ii) consolidated book value of total assets as established in
accordance with GAAP, and in each case as reflected in the Financial Statements covering such
immediately preceding fiscal quarter and delivered to the Administrative Agents and the Lenders
pursuant to the terms hereof.



“Maximum Exposure Amount” means, at any time for each Lender, the sum of (a) the unfunded
US Revolving Commitment and Canadian Commitment held by such Lender at such time, if any, plus (b)
the Total Outstandings held by such Lender at such time (with the aggregate amount of such Lender’s
risk participation and funded participation in the Letter of Credit Obligations and Swingline
Advances being deemed “held” by such Lender for purposes of this definition).



“Maximum Rate” means the maximum nonusurious interest rate under applicable law.



“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto which is a
nationally recognized statistical rating organization.



“Mortgage” means a US Mortgage or a Canadian Mortgage.



“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA
to which the Company or any member of the Controlled Group is making or accruing an obligation to
make contributions.



“Multiple Lender” means any Lender which has both a US Revolving Commitment and a Canadian
Commitment.



“Net Cash Proceeds” means with respect to any sale, transfer, or other disposition of any
Property belonging to the Company or any other Credit Party (including the sale or transfer of
stock or other Equity Interest and property insurance proceeds) all cash and Liquid Investments
received by the




-20-









 




Company or any other Credit Party from such sale, transfer or other disposition after (a) payment
of, or provision for, all brokerage commissions and other reasonable out-of-pocket fees and
expenses actually incurred; (b) payment of any outstanding obligations relating to such Property
paid in connection with any such sale, transfer, or other disposition; and (c) the amount of
reserves recorded in accordance with GAAP for indemnity or similar obligations of the Company and
the Subsidiaries directly related to such sale, transfer or other disposition.



“Net Income” means, for any period and with respect to any Person, the net income for such
period for such Person after taxes as determined in accordance with GAAP, excluding, however, (a)
extraordinary items, including (i) any net non-cash gain or loss during such period arising from
the sale, exchange, retirement or other disposition of capital assets (such term to include all
fixed assets and all securities) other than in the ordinary course of business, and (ii) any
write-up or write-down of assets and (b) the cumulative effect of any change in GAAP.



“Net Worth” means, with respect to any Person and as of the date of its determination, the
excess of the assets of such Person over the sum of the liabilities of such Person and the minority
interests of such Person, as determined in accordance with GAAP.



“Non-Guarantor Subsidiary” means any Subsidiary that is not Credit Party.



“Nonordinary Course Asset Sales” means, any sales, conveyances, or other transfers of
Property made by the Company or any Subsidiary (a) of any division of the Company or any
Subsidiary, (b) of the Equity Interest in a Subsidiary by the Company or any other Subsidiary or
(c) of any assets of the Company or any Subsidiary, whether in a transaction or related series of
transactions, outside the ordinary course of business.



“Notes” means the US Revolving Notes, the Canadian Notes, the Term B Notes, the Canadian
Swingline Notes, and the US Swingline Notes.



“Notice of Borrowing” means a notice of borrowing signed by the Applicable Borrower in
substantially the same form as Exhibit G-1 or Exhibit G-2 as applicable, or such other form as
shall be reasonably approved by the Applicable Administrative Agent.



“Notice of Continuation or Conversion” means a notice of continuation or conversion signed
by the Applicable Borrower in substantially the same form as Exhibit H-1 or Exhibit H-2, as
applicable.



“Obligations” means (a) all principal, interest, fees, reimbursements, indemnifications,
and other amounts now or hereafter owed by any Credit Party to any Lender, Swingline Lender,
Issuing Lender, or Administrative Agent under this Agreement and the Credit Documents, including,
the Letter of Credit Obligations, all interest and fees that accrue after the commencement by or
against any Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding, and any increases, extensions, and rearrangements of any of the foregoing obligations
under any amendments, supplements, and other modifications of the documents and agreements creating
those obligations and (b) all obligations of the Company or any other Credit Party owing to Swap
Counterparty under any Hedge Arrangements which are permitted by the terms hereof.



“Offering” means a public offering and sale of the Equity Interests in the Company.



“Other Taxes” means 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 under any
other Credit




-21-









 




Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document.



“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars,
the lesser of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Applicable
Administrative Agent, the Applicable Issuing Lender, or Applicable Swingline Lender, as the case
may be, in accordance with banking industry rules on interbank compensation, and (b) with respect
to any amount denominated in an Foreign Currency, the rate of interest per annum at which overnight
deposits in the applicable Foreign Currency, in an amount approximately equal to the amount with
respect to which such rate is being determined, would be offered for such day by a branch or
Affiliate of the Applicable Administrative Agent in the applicable offshore interbank market for
such currency to major banks in such interbank market.



“Parchman Subordinated Note” the Subordinated Promissory Note in the amount of $5,000,000
issued by IPS to the holders thereof, as replaced, modified or amended from time to time as
permitted herein.



“Participant” has the meaning assigned to such term in Section 9.6.



“Participating Member State” means each state so described in any EMU Legislation.



“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or
all of its functions under ERISA.



“Permitted Debt” has the meaning set forth in Section 6.1.



“Permitted Investments” has the meaning set forth in Section 6.3.



“Permitted Liens” has the meaning set forth in Section 6.2.



“Permitted Subordinated Debt” means (a) Parchman Subordinated Note, (b) LEED/A&W Seller
Notes, (c) Big Mac Note, and (d) any other Debt of any Credit Party to any Person, in each case,
provided that, the payment, rights and remedies afforded the holders thereof have been subordinated
to the payment of the Obligations in a manner, and pursuant to documentation, satisfactory to the
Administrative Agents in their reasonable discretion.



“Person” means any natural person, partnership, corporation (including a business trust),
joint stock company, trust, limited liability company, unlimited liability company, limited
liability partnership, unincorporated association, joint venture, or other entity, or Governmental
Authority, or any trustee, receiver, custodian, or similar official.



“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for
employees of the Company or any member of the Controlled Group and covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code.



“Prime Rate” means the per annum rate of interest established from time to time by the US
Administrative Agent at its principal office as its prime rate, which rate may not be the lowest
rate of interest charged by the US Administrative Agent to its customers.



“Property” of any Person means any property or assets (whether real, personal, or mixed,
tangible or intangible) of such Person.




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“Registers” has the meaning set forth in Section 9.6(b).



“Regulations T, U, and X” means Regulations T, U, and X of the Federal Reserve Board, as
each is from time to time in effect, and all official rulings and interpretations thereunder or
thereof.



“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.



“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other
than any such event not subject to the provision for 30-day notice to the PBGC under the
regulations issued under such section).



“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.



“Restricted Payment” means, with respect to any Person, (a) any direct or indirect dividend
or distribution (whether in cash, securities or other Property) or any direct or indirect payment
of any kind or character (whether in cash, securities or other Property) in consideration for or
otherwise in connection with any retirement, purchase, redemption or other acquisition of any
Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any such
Equity Interest of such Person or (b) principal or interest payments (in cash, Property or
otherwise) on, or redemptions of, subordinated debt of such Person; provided that the term
“Restricted Payment” shall not include any dividend or distribution payable solely in Equity
Interests of such Person, or warrants, options or other rights to purchase such Equity Interests.



“Revolving Commitments” means the US Revolving Commitments and the Canadian Commitments.



“Revolving Facilities” means the US Revolving Facility and the Canadian Facility.



“Revolving Majority Lenders” means (a) at any time when there are more than two Revolving
Lenders, two or more Revolving Lenders holding at least 51% of the sum of the unutilized Revolving
Commitments plus the Revolving Outstandings (with the aggregate amount of each Revolving Lender’s
risk participation and funded participation in its applicable Letter of Credit Obligations and
Swingline Advances being deemed “held” by such Revolving Lender for purposes of this definition),
and (b) at any time when there are one or two Revolving Lenders, all Revolving Lenders.



“Revolving Lenders” means the US Revolving Lenders and the Canadian Lenders.



“Revolving Maturity Date” means the earlier of (a) September 12, 2010 and (b) the earlier
termination in whole of the Revolving Commitments pursuant to Section 2.1(d) or Article VII.



“Revolving Outstandings” means the US Revolving Outstandings and the Canadian Outstandings.



“Same Day Funds” means (a) with respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an Foreign
Currency, same day or other funds as may be determined by the Applicable Administrative Agent or
Applicable Issuing Lender, as the case may be, to be customary in the place of disbursement or
payment for the settlement of international banking transactions in the relevant Foreign Currency.



“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.




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“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies,
Inc., or any successor thereof which is a nationally recognized statistical rating organization.



“SCF” means SCF-IV, L.P.



“Schedule I Bank” means a bank that is a Canadian chartered bank listed on Schedule I under
the Bank Act (Canada).



“Schedule II Bank” means a bank that is a Canadian chartered bank listed on Schedule II
under the Bank Act (Canada).



“Schedule III Bank” means a bank that is a Canadian bank listed on Schedule III under the
Bank Act (Canada).



“Schedule II/III Reference Banks” means HSBC and such other Schedule II Banks and/or
Schedule III Banks as are agreed to from time to time by the Canadian Borrower and the Canadian
Administrative Agent; provided that there shall be no more than three Schedule II/III Reference
Banks at any time.



“SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



“Secured Parties” means, collectively, the US Secured Parties and the Canadian Secured
Parties.



“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.



“Security Agreements” means, collectively, the US Security Agreement and the Canadian
Security Agreement.



“Security Documents” means the Security Agreements, the US Pledge Agreement, the Mortgages
and any and all other instruments, documents or agreements, now or hereafter executed by any Credit
Party or any other Person to secure the Obligations.



“Senior Secured Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of
(a) all Debt of the Company and its consolidated Subsidiaries of the types described in subsections
(a), (b) and (g) of the definition thereof (but with respect to Debt described in subsections (g),
only to the extent such Debt relates to the types of Debt described in subsections (a) or (b))
(other than Permitted Subordinated Debt and other than unsecured Debt of the Company and its
consolidated Subsidiaries) as of the last day of such fiscal quarter to (b) the Company’s
consolidated EBITDA for the twelve month period then ended.



“Solvent” means, as to any Person, on the date of any determination (a) the fair value of
the Property of such Person is greater than the total amount of debts and other liabilities
(including without limitation, contingent liabilities) of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts and other liabilities (including, without
limitation, contingent liabilities) as they become absolute and matured, (c) such Person is able to
realize upon its assets and pay its debts and other liabilities (including, without limitation,
contingent liabilities) as they mature in the normal course of business, (d) such Person does not
intend to, and does not believe that it will, incur debts or liabilities (including, without
limitation, contingent liabilities) beyond such Person’s ability to pay as such debts and
liabilities mature, (e) such




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Person is not engaged in, and is not about to engage in, business or a transaction for which such
Person’s Property would constitute unreasonably small capital, and (f) such Person has not
transferred, concealed or removed any Property with intent to hinder, delay or defraud any creditor
of such Person.



“Sterling” and “£” mean the lawful currency of the United Kingdom.



“Stockholders Agreement” means that certain Amended and Restated Stockholders Agreement of
Complete Production Services, Inc. dated as of September 12, 2005.



“Subsidiary” means, with respect to any Person (the “parent”) at any date, any
other Person 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 Person, a majority of whose outstanding Voting Securities
(other than directors’ qualifying shares) shall at any time be owned by such parent or one or more
Subsidiaries of such parent. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.



“Swap Counterparty” means a Lender or an Affiliate of a Lender that has entered into a
Hedging Arrangement with a Borrower.



“Swingline Advance” means a US Swingline Advance or a Canadian Swingline Advance.



“Swingline Lender” means the US Swingline Lender or the Canadian Swingline Lender.



“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such
other payment system (if any) determined by the Applicable Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.



“Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



“Taxable Payment” has the meaning set forth in Section 2.15(f).



“Term B Advance” means a one-time advance by a Lender to the US Borrower as part of a Term
B Borrowing, as such Advance may be continued or Converted as US Base Rate Advance or a
Eurocurrency Advance.



“Term B Borrowing” means the Borrowing consisting of simultaneous Term B Advances of the
same Type made by each Lender pursuant to Section 2.1(c) or Converted by each Term B Lender to Term
B Advances of a different Type pursuant to Section 2.6(b).



“Term B Commitment” means, for each Lender, the obligation of such Lender to advance a Term
B Advance to the US Borrower; as such commitment may be reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.5; provided that, the
aggregate amount of the Term B Commitments on the Closing Date is $420,000,000.00.



“Term B Facility” means the term loan facility provided in Section 2.1(c).




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“Term B Lenders” means Lenders having a Term B Commitment or if such Term B Commitments
have been terminated, Lenders that are owed Term B Advances.



“Term B Majority Lenders” means (a) at any time when there are more than two Term B
Lenders, two or more Term B Lenders holding at least 51% of the sum of the unutilized Term B
Commitments plus the Term B Outstandings, and (b) at any time when there are one or two Term B
Lenders, all Term B Lenders.



“Term B Maturity Date” means the earlier of (a) September 12, 2012 and (b) the earlier
termination in whole of the Term B Commitments and acceleration of the Term B Advances pursuant to
Article VII.



“Term B Note” means a promissory note of the US Borrower payable to the order of a Term B
Lender in the amount of such Lender’s Term B Commitment, in the form provided by the US
Administrative Agent.



“Term B Outstandings” means, as of any date of determination, the aggregate outstanding
amount of all Term B Advances.



“Termination Event” means (a) a Reportable Event with respect to a Plan, (b) the withdrawal
of a Borrower or any member of the Controlled Group from a Plan during a plan year in which it was
a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of
intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section
4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any
other event or condition which constitutes grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan.



“Total Outstandings” means the aggregate US Revolving Outstandings, Canadian Outstandings
and Term B Outstandings.



“Type” has the meaning set forth in Section 1.4.



“United States” means the United States of America.



“US Administrative Agent” means Wells Fargo in its capacity as agent for the Lenders
pursuant to Article VIII and any successor agent pursuant to Section 8.6.



“US Advance” means a US Revolving Advance or a Term B Advance.



“US Base Rate Advance” means a US Advance in Dollars that bears interest as provided in
Section 2.10(a).



“US Cash Collateral Account” means a special cash collateral account pledged to the US
Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with
the US Administrative Agent in accordance with Section 2.3.



“US Collateral” means (a) all “Collateral”, “Pledged Collateral”, “Pledged Accounts” and
“Mortgaged Property” (as defined in each of the US Mortgages, the US Security Agreements, the US
Pledge Agreements, as applicable) or similar terms used in the US Security Documents, and (b) all
amounts contained in the US Borrower’s and its Domestic Subsidiaries’ bank accounts.



“US Facility” means the US Revolving Facility and the Term B Facility.




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“US Issuing Lender” means Wells Fargo, in its capacity as the US Revolving Lender that
issues US Letters of Credit pursuant to the terms of this Agreement.



“US Lender” means a US Revolving Lender or a Term B Lender.



“US Letter of Credit” means any standby or commercial letter of credit issued by the US
Issuing Lender for the account of the US Borrower or any US Subsidiary Guarantor pursuant to the
terms of this Agreement, in such form as may be agreed by the US Borrower, such US Subsidiary
Guarantor and the US Issuing Lender.



“US Letter of Credit Application” means the US Issuing Lender standard form letter of
credit application for standby or commercial letters of credit which has been executed by the US
Borrower, the applicable US Subsidiary Guarantor and accepted by the US Issuing Lender in
connection with the issuance of a US Letter of Credit.



“US Letter of Credit Documents” means all US Letters of Credit, US Letter of Credit
Applications and amendments thereof, and agreements, documents, and instruments entered into in
connection therewith or relating thereto.



“US Letter of Credit Extension” means, with respect to any US Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.



“US Letter of Credit Exposure” means, at the date of its determination by the US
Administrative Agent, the aggregate outstanding undrawn amount of US Letters of Credit plus the
aggregate unpaid amount of all of the US Borrower’s payment obligations under drawn US Letters of
Credit.



“US Letter of Credit Maximum Amount” means $50,000,000; provided that, on and after
the Revolving Maturity Date, the US Letter of Credit Maximum Amount shall be zero.



“US Letter of Credit Obligations” means any obligations of the US Borrower under this
Agreement in connection with the US Letters of Credit.



“US Mortgages” means each mortgage or deed of trust in substantially the same form as
Exhibit I and executed by the Company or any Domestic Subsidiary of the Company to secure all or a
portion of the Obligations.



“US Outstandings” means the sum of (a) the US Revolving Outstandings and (b) the Term B
Outstandings.



“US Pledge Agreement” means the US Pledge Agreement, substantially in the form of Exhibit J
among the Company, any Domestic Subsidiary of the Company now or hereafter existing, which owns any
Equity Interest in another Person and made in favor of the US Administrative Agent.



“US Revolving Advance” means an advance by a US Revolving Lender to the US Borrower as a
part of a Borrowing pursuant to Section 2.1(a) and refers to either a US Base Rate Advance or a
Eurocurrency Advance. Each US Revolving Advance denominated in a Foreign Currency and made to the
US Borrower shall be a Eurocurrency Advance.



“US Revolving Borrowing” means a borrowing consisting of simultaneous US Revolving Advances
of the same Type made by the US Revolving Lenders pursuant to Section 2.1(a) or Converted by each
US Revolving Lender to US Revolving Advances of a different Type pursuant to Section 2.6(b).




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“US Revolving Commitment” means, for each Lender, the obligation of such Lender to advance
to US Borrower the amount set opposite such Lender’s name on Schedule II as its US Revolving
Commitment, or if such Lender has entered into any Assignment and Assumption, set forth for such
Lender as its US Revolving Commitment in the applicable Register, as such amount may be reduced or
reallocated pursuant to Section 2.1(d) or (e); provided that, after the Revolving Maturity
Date, the US Revolving Commitment for each Lender shall be zero; and provided further that,
the initial aggregate amount of the US Revolving Commitments on the Closing Date is $130,000,000.



“US Revolving Commitment Fee” means the fees required under Section 2.9(a).



“US Revolving Facility” means, collectively, (a) the revolving credit facility described in
Section 2.1(a), (b) the swing line subfacility provided by the US Swingline Lender described in
Section 2.4 and (c) the letter of credit subfacility provided by the US Issuing lender described in
Section 2.3.



“US Revolving Lenders” means Lenders having a US Revolving Commitment or if such US
Revolving Commitments have been terminated, Lenders that are owed US Revolving Advances.



“US Revolving Majority Lenders” means (a) at any time when there are more than two US
Revolving Lenders, two or more US Revolving Lenders holding at least 51% of the sum of the
unutilized US Revolving Commitments plus the US Revolving Outstandings (with the aggregate amount
of each US Revolving Lender’s risk participation and funded participation in the US Letter of
Credit Obligations and US Swingline Advances being deemed “held” by such US Revolving Lender for
purposes of this definition), and (b) at any time when there are one or two US Revolving Lenders,
all US Revolving Lenders.



“US Revolving Note” means a promissory note of the US Borrower payable to the order of a US
Revolving Lender in the amount of such Lender’s US Revolving Commitment, in the form provided by
the US Administrative Agent and acceptable to the US Borrower.



“US Revolving Outstandings” means, as of any date of determination, the sum of (a) the
Dollar Equivalent of the aggregate outstanding amount of all US Revolving Advances plus (b)
the US Letter of Credit Exposure plus (c) the aggregate outstanding amount of all US
Swingline Advances.



“US Secured Parties” means the Lender Parties and Swap Counterparties who are owed any
Obligations.



“US Security Agreement” means the US Security Agreement, substantially in the form of
Exhibit K, among the US Borrower, the Domestic Subsidiaries party thereto and the US Administrative
Agent for the benefit of the Secured Parties.



“US Security Documents” means the US Mortgages, US Security Agreement, the US Pledge
Agreement and each other Security Document to which the US Borrower or any Domestic Subsidiary is a
party and that purports to grant a Lien in the assets of any such Person in favor of the US
Administrative Agent for the benefit of the Secured Parties.



“US Subsidiary Guaranty” means the US Subsidiary Guaranty, substantially in the form of
Exhibit L, among the US Subsidiary Guarantors and the US Administrative Agent for the benefit of
the Secured Parties.



“US Subsidiary Guarantor” means each Subsidiary of the US Borrower listed on Part B of
Schedule 4.11, and each other Material Subsidiary that is or becomes a party to the US Subsidiary
Guaranty as required herein.




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“US Swingline Advance” means an advance by the US Swingline Lender to the US Borrower
pursuant to Section 2.4.



“US Swingline Amount” means, for the US Swingline Lender, $15,000,000; provided
that, on and after the Revolving Maturity Date, the US Swingline Amount shall be zero.



“US Swingline Lender” means Wells Fargo.



“US Swingline Note” means the promissory note made by the US Borrower payable to the order
of the US Swingline Lender in the form provided by the US Administrative Agent and acceptable to
the US Borrower.



“US Swingline Payment Date” means the 14th day of each calendar month.



“Voting Securities” means (a) with respect to any corporation (including any unlimited
liability company), capital stock of such corporation having general voting power under ordinary
circumstances to elect directors of such corporation (irrespective of whether at the time stock of
any other class or classes shall have or might have special voting power or rights by reason of the
happening of any contingency), (b) with respect to any partnership, any partnership interest or
other ownership interest having general voting power to elect the general partner or other
management of the partnership or other Person, and (c) with respect to any limited liability
company, membership certificates or interests having general voting power under ordinary
circumstances to elect managers of such limited liability company.



“Wells Fargo” means Wells Fargo Bank, National Association.



Section 1.2 Computation of Time Periods. In this Agreement 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 words “to” and “until” each means “to but excluding”.



Section 1.3 Accounting Terms; Changes in GAAP.




     (a) All accounting terms not specifically defined in this Agreement shall be construed in
accordance with GAAP applied on a consistent basis with those applied in the preparation of the
Financial Statements delivered to the Agent for the fiscal year ending December 31, 2004 as
required under Section 5.2, and the Company shall not permit any change in the method of accounting
employed in the preparation of the Financial Statements referred to in Section 4.4 unless required
to conform to GAAP or approved in writing by the US Administrative Agent.



     (b) Unless otherwise indicated, all Financial Statements of the Company, all calculations for
compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all
calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based
upon the consolidated accounts of the Company and its Subsidiaries in accordance with GAAP and
consistent with the principles of consolidation applied in preparing the Financial Statements
referred to in Section 4.4.


Section 1.4 Classes and Types of Advances. Advances are distinguished by “Class” and
“Type”. The “Class”, when used in reference to any Advance or Borrowing, refers to whether such
Advance, or the Advances comprising such Borrowing, are Canadian Advances, US Revolving Advances or
Term B Advances. The “Type”, when used in respect of any Advance or Borrowing, refers to the Rate
(as defined below) by reference to which interest on such Advances or on the Advances comprising
such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Eurocurrency
Rate, the Adjusted




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Base Rate, the Canadian Base Rate, and the Discount Rate applicable to Bankers’ Acceptances and B/A
Equivalent Advances.



Section 1.5 Other Interpretive Provisions. With reference to this Agreement and each other
Credit Document, unless otherwise specified herein or in such other Credit Document:




     (a) 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.” Unless the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein or
in any other Credit Document), (ii) any reference to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import when used in any Credit Document, shall be
construed to refer to such Credit Document in its entirety and not to any particular provision
thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit
Document in which such references appear, (v) any reference to any law shall include all statutory
and regulatory provisions consolidating, amending, replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (c) Section headings herein and in the other Credit Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Credit
Document.


Section 1.6 Exchange Rates; Currency Equivalents.




     (a) On each Computation Date, the US Administrative Agent shall determine the Exchange Rate as
of such Computation Date and deliver to the Canadian Administrative Agent in writing the Canadian
Dollar Equivalent amount of such determination on or prior to such Computation Date. The Exchange
Rate so determined shall become effective on the first Business Day after such Computation Date and
shall remain effective through the next succeeding Computation Date. Except for purposes of
financial statements delivered by Credit Parties hereunder or calculating financial covenants
hereunder or except as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so
determined by the Applicable Administrative Agent or Canadian Issuing Lender, as applicable.



     (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Advance or the issuance, amendment or extension of a Canadian Letter
of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but
such Borrowing, Eurocurrency Advance or Letter of Credit is denominated in an Foreign Currency,
such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the
nearest



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unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the
Applicable Administrative Agent or the Canadian Issuing Lender, as the case may be.



Section 1.7 Agreed Currencies.




     (a) The Company may from time to time request that Eurocurrency Advances be made in a currency
other than those specifically listed in the definition of “Agreed Currency;” provided that such
requested currency is an Eligible Currency. In the case of any such request with respect to the
making of Eurocurrency Advances, such request shall be subject to the approval of the US
Administrative Agent and the US Revolving Lenders.



     (b) Any such request shall be made to the US Administrative Agent not later than 11:00 a.m.,
ten Business Days prior to the date of the desired Borrowing (or such other time or date as may be
agreed by the US Administrative Agent, in its sole discretion). The US Administrative Agent shall
promptly notify each US Revolving Lender thereof. Each US Revolving Lender shall notify the US
Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request
whether it consents, in its sole discretion, to the making of such Eurocurrency Advance in such
requested currency. Any failure by a US Revolving Lender to respond to such request within the
time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to
permit Eurocurrency Advances to be made in such requested currency. If the US Administrative Agent
and all the US Revolving Lenders consent to making Eurocurrency Advances in such requested
currency, the US Administrative Agent shall so notify the Company and such currency shall thereupon
be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Borrowings of
Eurocurrency Advances. If the US Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.7, the US Administrative Agent shall promptly so
notify the Company.



     (c) If, after the designation of any currency as an Agreed Currency (including any Foreign
Currency listed in clause (b) – (d) of the definition of “Agreed Currency”), (i) currency control
or other exchange regulations are imposed in the country in which such currency is issued with the
result that different types of such currency are introduced, (ii) such currency, in the reasonable
determination of the US Administrative Agent, no longer qualifies as an “Eligible Currency” or
(iii) in the reasonable determination of the US Administrative Agent, a Dollar Equivalent of such
currency is not readily calculable, the US Administrative Agent shall promptly notify the US
Revolving Lenders and the Company, and such currency shall no longer be an Agreed Currency until
such time as the US Administrative Agent and the US Revolving Lenders, as provided herein, agree to
reinstate such currency as an Agreed Currency.


Section 1.8 Change of Currency.




     (a) Each obligation of the Borrowers to make a payment denominated in the national currency
unit of any member state of the European Union that adopts the Euro as its lawful currency after
the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with
the EMU Legislation). If, in relation to the currency of any such member state, the basis of
accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent
with any convention or practice in the London interbank market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency; provided
that if any Borrowing in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Borrowing, at the end of the then
current Interest Period.



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     (b) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the US Administrative Agent may from time to time specify to be appropriate to
reflect the adoption of the Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.



     (c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the US Administrative Agent may from time to time specify to be appropriate to
reflect a change in currency of any other country other than the United States and any relevant
market conventions or practices relating to the change in currency.


Section 1.9 Several Obligations of Borrowers. Subject to the US Borrower’s guaranty
obligations under the Canadian Guaranty, the obligations of the Borrowers to pay the principal of
and interest on each Credit Extension are several and not joint, and the Canadian Borrower and its
Subsidiaries shall not be liable for the payment obligations of the US Borrower hereunder.




ARTICLE II

CREDIT FACILITIES



Section 2.1 Commitments.




     (a) US Revolving Commitment. Each US Revolving Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make US Revolving Advances to the US Borrower from
time to time on any Business Day during the period from the Closing Date until the Revolving
Maturity Date; provided that after giving effect to such US Revolving Advances, the
aggregate US Revolving Outstandings shall not exceed the aggregate US Revolving Commitments in
effect at such time. Within the limits of each US Revolving Lender’s US Commitment, the US
Borrower may from time to time borrow, prepay pursuant to Section 2.7, and reborrow under this
Section 2.1(a).



     (b) Canadian Commitment. Each Canadian Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Canadian Advances to the Canadian Borrower from
time to time on any Business Day during the period from the Closing Date until the Revolving
Maturity Date; provided that after giving effect to such Canadian Advances, the aggregate
Canadian Outstandings shall not exceed the aggregate Canadian Commitments in effect at such time.
Within the limits of each Canadian Lender’s Canadian Commitment, the Canadian Borrower may from
time to time borrow, prepay pursuant to Section 2.7, and reborrow under this Section 2.1(b).



     (c) Term B Commitments. Each Term B Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make to the US Borrower on the Closing Date, a Term B
Advance in an amount not to exceed such Lender’s Term B Commitment. The US Borrower may not
reborrow any Term B Advances that have been repaid.



     (d) Reduction of Commitments.




     (i) US Revolving Commitments. The US Borrower shall have the right, upon at least
three Business Days’ irrevocable notice to the US Administrative Agent, to terminate in whole or
reduce ratably in part the unused portion of the US Revolving Commitments; provided that
each partial reduction shall be in the aggregate amount of $1,000,000 and in integral multiples
of $1,000,000 in excess thereof. Any reduction or termination of the US Revolving Commitments
pursuant to this Section shall be permanent, with no obligation of the US Revolving Lenders to
reinstate such US Revolving Commitments, and the Commitment Fees shall thereafter be computed on
the basis of the US Revolving Commitments, as so reduced.



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     (ii) Canadian Commitments. The Canadian Borrower shall have the right, upon at
least three Business Days’ irrevocable notice to the Canadian Administrative Agent, to terminate
in whole or reduce ratably in part the unused portion of the Canadian Commitments;
provided that each partial reduction shall be in the aggregate amount of $1,000,000 and
in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the
Canadian Commitments pursuant to this Section shall be permanent, with no obligation of the
Canadian Lenders to reinstate such Canadian Commitments, and the Commitment Fees shall
thereafter be computed on the basis of the Canadian Commitments, as so reduced.




     (iii) Term B Commitments. On the making of the Term B Advances on the Closing
Date, each Term B Lender’s Term B Commitment shall be reduced to zero. Any reduction or
termination of the Term B Commitments pursuant to this Section shall be permanent, with no
obligation of the Lenders to reinstate such Commitments.



     (e) Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to
reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such
US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate
amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed
$50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a
portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple
Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian
Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long
as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least
$1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains
equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as
the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian
Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers
shall give written notice to the Administrative Agents of any reallocation pursuant to this
provision at least ten (10) Business Days prior to the effective date of any such reallocation. No
applicable Lender affected by such reallocation shall be required to agree to any such
reallocation, but may do so at its option, in its sole absolute discretion. The following
conditions precedent must be satisfied prior to any such reallocation becoming effective:




     (i) no Default shall have occurred and be continuing;




     (ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings
would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the
effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline
Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable
standby letter of credit in favor of the US Issuing Lender and issued by a bank or other
financial institution acceptable to the US Issuing Lender, in an aggregate principal amount,
such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed
the aggregate of all of the US Revolving Commitments;




     (iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would
exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective
date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash
Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of
the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to
the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect
thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the
Canadian Commitments;



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     (iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash
Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of
the applicable Issuing Lender and issued by a bank or other financial institution acceptable to
such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and




     (v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of
Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect
to such reallocation.


Section 2.2 Evidence of Indebtedness.




     (a) The Advances and Letters of Credit made by each Lender, including any Swingline Lender,
shall be evidenced by one or more accounts or records maintained by such Lender or such Swingline
Lender and by the Applicable Administrative Agent with respect to the applicable Facility in the
ordinary course of business. The accounts or records maintained by Administrative Agents, the
applicable Lenders and the Swingline Lenders shall be conclusive absent manifest error of the
amount of the Advances and Letters of Credit made by such Lenders or such Swingline Lenders to the
Applicable Borrower and the interest and payments thereon. Any failure to so record or any error
in doing so shall not, however, limit or otherwise affect the obligation of the Applicable Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender or any Swingline Lender and the accounts
and records of the Applicable Administrative Agent in respect of such matters, the accounts and
records of the Applicable Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender to a Borrower made through the Applicable Administrative Agent, such
Borrower shall execute and deliver to such Lender or such Swingline Lender (through the Applicable
Administrative Agent) the applicable Note or Notes which shall evidence such Lender’s Advances or
Swingline Advances to such Borrower in addition to such accounts or records. Each Lender may
attach schedules to such Notes and endorse thereon the date, Type (if applicable), amount, currency
and maturity of its Advances or Swingline Advances and payments with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a) above, each Lender,
Swingline Lender and Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swingline Advances. In the event of any conflict between the accounts and records
maintained by the Applicable Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Applicable Administrative Agent shall
control in the absence of manifest error.



     (c) Except for any B/A Advances (the compensation for which is set forth in Section 2.5), each
Advance shall bear interest from and including the date made on the outstanding principal balance
thereof as set forth in Section 2.10.


Section 2.3 Letters of Credit.




     (a) Commitment for Letters of Credit. Subject to the terms and conditions set forth
in this Agreement and in reliance upon the agreements of the other Lenders set forth in this
Section, (i) the US Issuing Lender agrees to, from time to time on any Business Day during the
period from the Closing Date until the Revolving Maturity Date, issue, increase or extend the
expiration date of, US Letters of Credit denominated in the Designated Currency for the account of
the US Borrower or a US Subsidiary Guarantor; and (ii) the Canadian Issuing Lender agrees to, from
time to time on any Business Day during the period from the Closing Date until the Revolving
Maturity Date, issue, increase or extend the



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expiration date of, Canadian Letters of Credit denominated in a Designated Currency for the
account of the Canadian Borrower or a Guarantor.




     (b) Limitations. provided that, in any event, no Letter of Credit will be issued,
increased, or extended:




     (i) if such issuance, increase, or extension would cause the US Letter of Credit Exposure
to exceed the lesser of (A) the US Letter of Credit Maximum Amount and (B) an amount equal to
(1) the aggregate US Revolving Commitments in effect at such time minus (2) the
aggregate US Revolving Outstandings.




     (ii) if such issuance, increase, or extension would cause the Canadian Letter of Credit
Exposure to exceed the lesser of (A) the Canadian Letter of Credit Maximum Amount and (B) an
amount equal to (1) the aggregate Canadian Commitments in effect at such time minus (2)
the aggregate Canadian Outstandings;




     (iii) unless such Letter of Credit has an expiration date not later than 30 days prior to
the Revolving Maturity Date; provided that, (A) if the US Revolving Commitments are
terminated in whole pursuant to Section 2.1(d)(i), any US Letter of Credit may have an
expiration date after the then resulting Revolving Maturity Date if (1) the US Borrower shall
deposit into the US Cash Collateral Account cash in an amount equal to the US Letter of Credit
Exposure or (2) the US Borrower shall provide a replacement letter of credit (or other security)
reasonably acceptable to the US Administrative Agent, US Issuing Lender and the US Revolving
Lenders in an amount equal to the US Letter of Credit Exposure; and (B) if the Canadian
Commitments are terminated in whole pursuant to Section 2.1(d)(ii), any Canadian Letter of
Credit may have an expiration date after the then resulting Revolving Maturity Date if (1) the
Canadian Borrower shall deposit into the Canadian Cash Collateral Account cash in an amount
equal to the Canadian Letter of Credit Exposure or (2) the Canadian Borrower shall provide a
replacement letter of credit (or other security) reasonably acceptable to the Canadian
Administrative Agent, Canadian Issuing Lender and the Canadian Lenders in an amount equal to the
Canadian Letter of Credit Exposure;




     (iv) unless such Letter of Credit is a standby or commercial letter of credit not
supporting the repayment of indebtedness for borrowed money of any Person;




     (v) unless such Letter of Credit is in form and substance acceptable to the Applicable
Issuing Lender in its sole discretion;




     (vi) unless the Applicable Borrower has delivered to the Applicable Issuing Lender a
completed and executed applicable Letter of Credit Application; provided that, if the terms of
any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this
Agreement shall control; and




     (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or
any successor to such publication, in case of a commercial letter of credit and (B) the ISP in
case of standby letter of credit.



     (c) Requesting Letters of Credit. Each Letter of Credit Extension shall be made
pursuant to a Letter of Credit Application, or if applicable, amendments to such Letter of Credit
Applications, given by the Applicable Borrower to the Applicable Administrative Agent for the
benefit of the Applicable Issuing Lender by telecopy or in writing not later than (i) 11:00 a.m.
(Houston, Texas, time) on the third Business



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Day before the proposed date of the US Letter of Credit Extension and (ii) 11:00 a.m.
(Calgary, Alberta Canada, time) on the third Business Day before the proposed date of the Canadian
Letter of Credit Extension. Each Letter of Credit Application, or if applicable, amendments to
such Letter of Credit Applications, shall be fully completed and shall specify the information
required therein. Each Letter of Credit Application, or if applicable, amendments to such Letter
of Credit Applications, shall be irrevocable and binding on the Applicable Borrower. Subject to
the terms and conditions hereof, the Applicable Issuing Lender shall (i) before 2:00 p.m. (Houston,
Texas, time) on the date of such US Letter of Credit Extension and (ii) before 2:00 p.m. (Calgary,
Alberta Canada, time) on the date of such Canadian Letter of Credit Extension, make such Letter of
Credit Extension to the beneficiary of such Letter of Credit.




     (d) Reimbursements for Letters of Credit; Funding of Participations.




     (i) In accordance with the related Letter of Credit Application, the US Borrower with
respect to a US Letter of Credit and the Canadian Borrower with respect to Canadian Letters of
Credit, each agrees to pay on demand to Applicable Administrative Agent on behalf of the
Applicable Issuing Lender an amount equal to any amount paid by such Applicable Issuing Lender
under such Letter of Credit. Upon the Applicable Issuing Lender’s demand for payment under the
terms of a Letter of Credit Application, the Applicable Borrower may request that such
Borrower’s obligations to the Applicable Issuing Lender thereunder be satisfied with the
proceeds of (A) a US Base Rate Advance under the US Revolving Facility in the same amount with
respect to US Letters of Credit, (B) a Canadian Base Rate (C$) Advance in the same amount with
respect to Canadian Letters of Credit denominated in Canadian Dollars, and (C) a Canadian Base
Rate (US$) Advance in the same amount with respect to Canadian Letters of Credit denominated in
Dollars, (notwithstanding any minimum size or increment limitations on individual Advances). If
the Applicable Borrower does not make such request and does not otherwise make the payments
demanded by the Applicable Issuing Lender as required under this Agreement or the applicable
Letter of Credit Application, then the Applicable Borrower shall be deemed for all purposes of
this Agreement to have requested such US Revolving Advance, or such Canadian Advance, as the
case may be, in the same amount and the transfer of the proceeds thereof to satisfy such
Borrower’s obligations to Applicable Issuing Lender. The US Borrower hereby unconditionally and
irrevocably authorizes, empowers, and directs the US Revolving Lenders to make such US Base Rate
Advances, to transfer the proceeds thereof to the US Issuing Lender in satisfaction of such
obligations, and to record and otherwise treat such payments as a US Base Rate Advance under the
US Revolving Facility to the US Borrower. The Canadian Borrower hereby unconditionally and
irrevocably authorizes, empowers, and directs the Canadian Lenders to make such Canadian Base
Rate Advances, to transfer the proceeds thereof to Canadian Issuing Lender in satisfaction of
such obligations, and to record and otherwise treat such payments as a Canadian Base Rate
Advance to the Canadian Borrower. Each Administrative Agent and each Lender may record and
otherwise treat the making of such Borrowings as the making of (1) a US Revolving Borrowing to
the US Borrower under this Agreement as if requested by the US Borrower with respect to US
Letter of Credit Obligations and (2) a Canadian Borrowing in the same Designated Currency as the
applicable Canadian Letters of Credit to the Canadian Borrower under this Agreement as if
requested by the Canadian Borrower with respect to Canadian Letter of Credit Obligations.
Nothing herein is intended to release any of any Borrower’s obligations under any Letter of
Credit Application, but only to provide an additional method of payment therefor. The making of
any Borrowing under this Section 2.3(d) shall not constitute a cure or waiver of any Default or
Event of Default, other than the payment Default or Event of Default which is satisfied by the
application of the amounts deemed advanced hereunder, caused by a Borrower’s failure to comply
with the provisions of this Agreement or the Letter of Credit Application.



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     (ii) Each Lender (including the Lender acting as Issuing Lender) shall, upon notice from
the Applicable Administrative Agent that the Applicable Borrower has requested or is deemed to
have requested an Advance pursuant to Section 2.6 and regardless of whether (A) the conditions
in Section 3.2 have been met, (B) such notice complies with Section 2.6, or (C) a Default
exists, make funds available to the Applicable Administrative Agent for the account of the
Applicable Issuing Lender in an amount equal to such Lender’s Applicable Percentage of the
amount of such Advance not later than 1:00 p.m. (Houston, Texas, time or Calgary, Alberta
Canada, time, as applicable) on the Business Day specified in such notice by the Applicable
Administrative Agent, whereupon (i) each US Revolving Lender that so makes funds available shall
be deemed to have made a US Base Rate Advance under the US Revolving Facility to the US Borrower
in such amount, and (b) each Canadian Lender that so makes funds available shall be deemed to
have made a Canadian Base Rate (C$) Advance or Canadian Base Rate (US$) Advance, as applicable,
to the Canadian Borrower in such amount. The Applicable Administrative Agent shall remit the
funds so received to the Applicable Issuing Lender.




     (iii) If any such Lender shall not have so made such Advance available to the Applicable
Administrative Agent pursuant to this Section 2.3, such Lender agrees to pay interest thereon
for each day from such date until the date such amount is paid at the lesser of (A) the
Overnight Rate for such day for the first three days and thereafter the interest rate applicable
to such US Base Rate Advances, or if applicable, the Canadian Base Rate Advances and (B) the
Maximum Rate. Whenever, at any time after the Applicable Administrative Agent has received from
any Lender such Lender’s Advance, the Applicable Administrative Agent receives any payment on
account thereof, the Applicable Administrative Agent will pay to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s Advance was outstanding and funded), which payment
shall be subject to repayment by such Lender if such payment received by the Applicable
Administrative Agent is required to be returned. Each Lender’s obligation to make the Advances
pursuant to this Section 2.3 shall be absolute and unconditional and shall not be affected by
any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right
which such Lender or any other Person may have against any Issuing Lender, any Administrative
Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a
Default or the termination of the Commitments; (3) any breach of this Agreement by a Borrower or
any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.



     (e) Participations. Upon the date of the issuance or increase of a Letter of Credit
or the deemed issuance of the Existing Letters of Credit under Section 2.3(a), (i) the US Issuing
Lender shall be deemed to have sold to each other US Revolving Lender and each other US Revolving
Lender shall have been deemed to have purchased from the US Issuing Lender a participation in the
related US Letter of Credit Obligations equal to such US Revolving Lender’s Applicable Percentage
at such date, and (ii) the Canadian Issuing Lender shall be deemed to have sold to each other
Canadian Lender and each other Canadian Lender shall have been deemed to have purchased from the
Canadian Issuing Lender a participation in the related Canadian Letter of Credit Obligations equal
to such Canadian Lender’s Applicable Percentage at such date, and, in either case, such sale and
purchase shall otherwise be in accordance with the terms of this Agreement. The Applicable Issuing
Lender shall promptly notify each such participant Lender by telex, telephone, or telecopy of each
Letter of Credit issued or increased and the actual dollar amount of such Lender’s participation in
such Letter of Credit.



     (f) Obligations Unconditional. The obligations of the US Borrower under this
Agreement in respect of each US Letter of Credit, and the obligations of the Canadian Borrower
under this Agreement in respect of each Canadian Letter of Credit, shall be unconditional and
irrevocable, and shall be paid strictly



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in accordance with the terms of this Agreement under all circumstances, notwithstanding the
following circumstances:





     (i) any lack of validity or enforceability of any Letter of Credit Documents;




     (ii) any amendment or waiver of or any consent to departure from any Letter of Credit
Documents;




     (iii) the existence of any claim, set-off, defense or other right which any Borrower may
have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons
for whom any such beneficiary or any such transferee may be acting), any Issuing Lender, any
Lender or any other Person, whether in connection with this Agreement, the transactions
contemplated in this Agreement or in any Letter of Credit Documents or any unrelated
transaction;




     (iv) any statement or any other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect to the extent any Issuing Lender would not be liable
therefor pursuant to the following paragraph (h);




     (v) payment by any Issuing Lender under such Letter of Credit against presentation of a
draft or certificate which does not comply with the terms of such Letter of Credit; or




     (vi) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing;


provided, however, that nothing contained in this paragraph (f) shall be deemed to
constitute a waiver of any remedies of the Borrowers in connection with the Letters of Credit.




     (g) Prepayments of Letters of Credit. In the event that any US Letter of Credit shall
be outstanding or shall be drawn and not reimbursed after the Revolving Maturity Date, the US
Borrower shall pay to the US Administrative Agent an amount equal to the US Letter of Credit
Exposure allocable to such Letter of Credit to be held in the US Cash Collateral Account and
applied in accordance with paragraph (i) below. In the event that any Canadian Letter of Credit
shall be outstanding or shall be drawn and not reimbursed after the Revolving Maturity Date, the
Canadian Borrower shall pay to the Canadian Administrative Agent an amount equal to the Canadian
Letter of Credit Exposure allocable to such Letter of Credit to be held in the Canadian Cash
Collateral Account and applied in accordance with paragraph (i) below.



     (h) Liability of Issuing Lenders. The US Borrower assumes all risks of the acts or
omissions of any beneficiary or transferee of any US Letter of Credit with respect to its use of
such Letter of Credit. The Canadian Borrower assumes all risks of the acts or omissions of any
beneficiary or transferee of any Canadian Letter of Credit with respect to its use of such Letter
of Credit. Neither Issuing Lender nor any of their respective officers or directors shall be liable
or responsible for:




     (i) the use which may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith;




     (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged;



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     (iii) payment by any Issuing Lender against presentation of documents which do not comply
with the terms of a Letter of Credit, including failure of any documents to bear any reference
or adequate reference to the relevant Letter of Credit; or




     (iv) any other circumstances whatsoever in making or failing to make payment under any
Letter of Credit (INCLUDING AN ISSUING LENDER’S OWN NEGLIGENCE),


except that the Applicable Borrower shall have a claim against the Applicable Issuing Lender, and
the Applicable Issuing Lender shall be liable to, and shall promptly pay to, the Applicable
Borrower, to the extent of any direct, as opposed to consequential, damages suffered by such
Borrower which such Borrower proves were caused by (A) such Issuing Lender’s willful misconduct or
gross negligence in determining whether documents presented under a Letter of Credit comply with
the terms of such Letter of Credit or (B) such Issuing Lender’s willful failure to make lawful
payment under any Letter of Credit after the presentation to it of a draft and certificate strictly
complying with the terms and conditions of such Letter of Credit. In furtherance and not in
limitation of the foregoing, the Issuing Lenders may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary.




     (i) Cash Collateral Account.




     (i) If the US Borrower is required to deposit funds in the US Cash Collateral Account
pursuant to the terms hereof, then the US Borrower and the US Administrative Agent shall
establish the US Cash Collateral Account and the US Borrower shall execute any documents and
agreements, including the US Administrative Agent’s standard form assignment of deposit
accounts, that the US Administrative Agent requests in connection therewith to establish the US
Cash Collateral Account and grant the US Administrative Agent an Acceptable Security Interest in
such account and the funds therein. The US Borrower hereby pledges to the US Administrative
Agent and grants the US Administrative Agent a security interest in the US Cash Collateral
Account, whenever established, all funds held in the US Cash Collateral Account from time to
time, and all proceeds thereof as security for the payment of the Obligations.




     (ii) If the Canadian Borrower is required to deposit funds in the Canadian Cash Collateral
Account pursuant to the terms hereof, then the Canadian Borrower and the Canadian Administrative
Agent shall establish the Canadian Cash Collateral Account and the Canadian Borrower shall
execute any documents and agreements, including the Canadian Administrative Agent’s standard
form assignment of deposit accounts, that the Canadian Administrative Agent requests in
connection therewith to establish the Canadian Cash Collateral Account and grant the Canadian
Administrative Agent an Acceptable Security Interest in such account and the funds therein. The
Canadian Borrower hereby pledges to the Canadian Administrative Agent and grants the Canadian
Administrative Agent a security interest in the Canadian Cash Collateral Account, whenever
established, all funds held in the Canadian Cash Collateral Account from time to time, and all
proceeds thereof as security for the payment of the Obligations of the Canadian Borrower.




     (iii) Funds held in the Cash Collateral Accounts shall be held as cash collateral for
obligations with respect to US Letters of Credit in the case of the US Cash Collateral Account
and the Canadian Letters of Credit in the case of the Canadian Cash Collateral Account. Such
funds shall be promptly applied by the Applicable Administrative Agent at the request of the
Applicable Issuing Lender to any reimbursement or other obligations under the applicable Letters
of Credit that exist or occur. To the extent that any surplus funds are held in the US Cash
Collateral Account above the US Letter of Credit Exposure during the existence of an Event of
Default the US Administrative Agent may (A) hold such surplus funds in the US Cash Collateral
Account as cash collateral for the Obligations or



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(B) apply such surplus funds to any Obligations in any manner directed by the Majority
Lenders. To the extent that any surplus funds are held in the Canadian Cash Collateral Account
above the Canadian Letter of Credit Exposure during the existence of an Event of Default the
Canadian Administrative Agent may (A) hold such surplus funds in the Canadian Cash Collateral
Account as cash collateral for the Obligations of the Canadian Borrower or (B) apply such
surplus funds to any such Obligations in any manner directed by the Canadian Majority Lenders.
If no Default exists, the Administrative Agents shall release to the Applicable Borrower at such
Borrower’s written request any funds held in the applicable Cash Collateral Account above the
amounts required by 2.3(i).




     (iv) Funds held in the US Cash Collateral Account shall be invested in Liquid Investments
maintained with, and under the sole dominion and control of, the US Administrative Agent or in
another investment if mutually agreed upon by the US Borrower and the US Administrative Agent,
but the US Administrative Agent shall have no other obligation to make any other investment of
the funds therein. Funds held in the Canadian Cash Collateral Account shall be invested in
Liquid Investments maintained with, and under the sole dominion and control of, the Canadian
Administrative Agent or in another investment if mutually agreed upon by the Canadian Borrower
and the Canadian Administrative Agent, but the Canadian Administrative Agent shall have no other
obligation to make any other investment of the funds therein. The Administrative Agents shall
exercise reasonable care in the custody and preservation of any funds held in the Cash
Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded
treatment substantially equivalent to that which such Administrative Agent accords its own
property, it being understood that neither Administrative Agent shall have any responsibility
for taking any necessary steps to preserve rights against any parties with respect to any such
funds.



     (j) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary of the US Borrower or a Subsidiary of the Canadian Borrower, (i) the US Borrower
shall be obligated to reimburse the US Issuing Lender hereunder for any and all drawings under such
Letter of Credit issued under the US Facility by the US Issuing Lender and (ii) the Canadian
Borrower shall be obligated to reimburse the Canadian Issuing Lender hereunder for any and all
drawings under such Letter of Credit issued under the Canadian Facility by the Canadian Issuing
Lender. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account
of its Subsidiaries inures to the benefit of the US Borrower, and that the US Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries. The Canadian Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries
inures to the benefit of the Canadian Borrower, and that the Canadian Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries.



     (k) Existing Letters of Credit. The Issuing Lenders, the Lenders and the Borrowers
agree that effective as of the Closing Date, the Existing Letters of Credit shall be deemed to have
been issued and maintained under, and to be governed by the terms and conditions of, this
Agreement. US Borrower hereby jointly and severally assumes all obligations of any Domestic
Subsidiary under the Existing Letters of Credit and the related Letter of Credit Documents executed
by such Domestic Subsidiaries in favor of Wells Fargo.


Section 2.4 Swingline Advances.




     (a) Commitment. On the terms and conditions set forth in this Agreement, (i) the US
Swingline Lender agrees to, from time-to-time on any Business Day from the Closing Date until the
last Business Day occurring before the Revolving Maturity Date, make US Swingline Advances in
Dollars to the US Borrower in an aggregate principal amount not to exceed the US Swingline Amount
at any time, and (ii) the Canadian Swingline Lender agrees to, from time-to-time on any Business
Day from the Closing Date



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until the last Business Day occurring before the Revolving Maturity Date, make Canadian
Swingline Advances in Canadian Dollars to the Canadian Borrower in an aggregate principal amount
not to exceed the Canadian Swingline Amount outstanding at any time; provided that (A)
after giving effect to such Swingline Advance, the US Revolving Outstandings shall not exceed the
aggregate US Revolving Commitments in effect at such time and the Canadian Outstandings shall not
exceed the aggregate Canadian Commitments in effect at such time, (B) no Swingline Advance may
mature after the Revolving Maturity Date, and (C) no Swingline Advance shall be made by either
Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of
such Swingline Advance. The Borrowers agree that the giving of the applicable Notice of Borrowing
and the acceptance by the Applicable Borrower of the proceeds of such Swingline Advance shall
constitute a representation and warranty by the such Borrower that on the date of such Swingline
Advance the conditions set forth in Section 3.2 have been met.




     (b) Evidence of Indebtedness. The indebtedness of the US Borrower to the US Swingline
Lender resulting from US Swingline Advances, and the indebtedness of the Canadian Borrower to the
Canadian Swingline Lender resulting from Canadian Swingline Advances shall be evidenced as set
forth in Section 2.2.



     (c) Prepayment. Within the limits expressed in this Agreement, amounts advanced
pursuant to Section 2.4(a) may from time to time be borrowed, prepaid without penalty, and
reborrowed. If the amount of aggregate outstanding amount of US Swingline Advances ever exceeds
the US Swingline Amount, the US Borrower shall, upon receipt of written notice of such condition
from the US Swingline Lender and to the extent of such excess, prepay to the US Swingline Lender
outstanding principal of the US Swingline Amount such that such excess is eliminated. If the
Canadian Dollar Equivalent amount of the aggregate outstanding amount of Canadian Swingline
Advances ever exceeds the Canadian Swingline Amount, the Canadian Borrower shall, upon receipt of
written notice of such condition from the Canadian Swingline Lender and to the extent of such
excess, prepay to the Canadian Swingline Lender outstanding principal of the Canadian Swingline
Amount such that such excess is eliminated.



     (d) Refinancing of Swingline Advances.




     (i) The US Swingline Lender at any time in its sole and absolute discretion may request, on
behalf of the US Borrower (which hereby irrevocably authorizes such Swingline Lender to so
request on its behalf), that each US Revolving Lender make a US Base Rate Advance under the US
Revolving Facility in an amount equal to such Lender’s Applicable Percentage of the amount of US
Swingline Advances then outstanding. Such request shall be made in writing (which written
request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the
minimum and multiples specified in Section 2.6(c) for the principal amount of US Revolving
Borrowings but subject to the unutilized portion of the US Revolving Commitments and the
conditions set forth in Section 3.2. The US Swingline Lender shall furnish the US Borrower with
a copy of the applicable Notice of Borrowing promptly after delivering such notice to the US
Administrative Agent. Regardless of whether the request for such US Base Rate Advance complies
with Section 2.6, each US Revolving Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Notice of Borrowing available to the US
Administrative Agent in Same Day Funds for the account of the US Swingline Lender at the US
Administrative Agent’s Lending Office for Dollar-denominated payments not later than 1:00 p.m.
on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii),
each US Revolving Lender that so makes funds available shall be deemed to have made a US Base
Rate Advance under the US Revolving Facility to the US Borrower in such amount. The US
Administrative Agent shall remit the funds so received to the US Swingline Lender.



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     (ii) The Canadian Swingline Lender at any time in its sole and absolute discretion may
request, on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline
Lender to so request on its behalf), that each Canadian Lender make a Canadian Base Rate (C$)
Advance denominated in an amount equal to such Lender’s Applicable Percentage of the amount of
Canadian Swingline Advances then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard
to the minimum and multiples specified in Section 2.6(c) for the principal amount of Canadian
Borrowings but subject to the unutilized portion of the Canadian Commitments and the conditions
set forth in Section 3.2. The Canadian Swingline Lender shall furnish the Canadian Borrower
with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the
Canadian Administrative Agent. Regardless of whether the request for such Canadian Base Rate
(C$) Advance complies with Section 2.6, each Canadian Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Notice of Borrowing available to the
Canadian Administrative Agent in Same Day Funds for the account of the Canadian Swingline Lender
at the Canadian Administrative Agent’s Lending Office for Canadian Dollar-denominated payments
not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to
Section 2.4(d)(iii), each Canadian Lender that so makes funds available shall be deemed to have
made a Canadian Base Rate (C$) Advance to the Canadian Borrower in such amount. The Canadian
Administrative Agent shall remit the funds so received to the Canadian Swingline Lender.




     (iii) If for any reason any Swingline Advance cannot be refinanced by such a US Revolving
Borrowing or Canadian Borrowing, as applicable, in accordance with Section 2.4(d)(i) or Section
2.4(d)(ii), the applicable Notice of Borrowing submitted by the Applicable Swingline Lender as
set forth herein shall be deemed to be a request by such Swingline Lender that each of the
applicable Lenders fund its risk participation in the relevant Swingline Advances and each such
Lender’s payment to the Applicable Administrative Agent for the account of the Applicable
Swingline Lender pursuant to Section 2.4(d)(i) or Section 2.4(d)(ii) shall be deemed payment in
respect of such participation.




     (iv) If any Lender fails to make available to the Applicable Administrative Agent for the
account of the Applicable Swingline Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.4(d) by the time specified in Section
2.4(d)(i) or Section 2.4(d)(ii), the Applicable Swingline Lender shall be entitled to recover
from such Lender (acting through the Applicable Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to such Swingline Lender at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. A certificate of the Applicable
Swingline Lender submitted to any Lender (through the Applicable Administrative Agent) with
respect to any amounts owing under this clause (iv) shall be conclusive absent manifest error.




     (v) Each Lender’s obligation to make Advances or to purchase and fund risk participations
in Swingline Advances pursuant to this Section 2.4(d) shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against any Swingline Lender, the US Borrower,
the Canadian Borrower, or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender’s
obligation to make Advances pursuant to Section 2.4(d)(i) or 2.4(d)(ii) is subject to
the conditions set forth in Section 3.2. No such funding of risk participations shall (1)
relieve or otherwise impair the obligation of the US Borrower to repay the US Swingline
Advances, together with interest as provided herein, or (2) relieve or otherwise impair the



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obligation of the Canadian Borrower to repay the Canadian Swingline Advances, together with
interest as provided herein.



     (e) Repayment of Participations.




     (i) At any time after any Lender has purchased and funded a risk participation in a
Swingline Advance, if the Applicable Swingline Lender receives any payment on account of such
Swingline Advance, the Applicable Swingline Lender will distribute to such Lender its Applicable
Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s risk participation was funded) in the same funds
as those received by the Applicable Swingline Lender.




     (ii) If any payment received by the Applicable Swingline Lender in respect of principal or
interest on any Swingline Advance is required to be returned by such Swingline Lender under any
of the circumstances described in Section 9.13 (including pursuant to any settlement entered
into by such Swingline Lender in its discretion), each Lender shall pay to the Applicable
Swingline Lender its Applicable Percentage thereof on demand of the Applicable Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Applicable Administrative Agent
will make such demand upon the request of the Applicable Swingline Lender. The obligations of
the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     (f) Interest for Account of Swingline Lender. The US Swingline Lender shall be
responsible for invoicing the US Borrower for interest on the US Swingline Advances. The Canadian
Swingline Lender shall be responsible for invoicing the Canadian Borrower for interest on the
Canadian Swingline Advances. Until each Lender funds its Advances or risk participation pursuant
to this Section to refinance such Lender’s Applicable Percentage of the applicable Swingline
Advances, interest in respect of such Applicable Percentage shall be solely for the account of the
Applicable Swingline Lender.



     (g) Payments Directly to Swingline Lender. The US Borrower shall make all payments of
principal and interest in respect of the US Swingline Advances directly to the US Swingline Lender.
The Canadian Borrower shall make all payments of principal and interest in respect of the Canadian
Swingline Advances directly to the Canadian Swingline Lender.



     (h) Method of Borrowing. Except as provided in the clause (c) above, each request for
a Swingline Advance shall be made pursuant to telephone notice to the Applicable Swingline Lender
given no later than 11:00 a.m. (Houston, Texas time or Calgary, Alberta Canada time) on the date of
the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing
telecopied or facsimiled to the Applicable Administrative Agent and the Applicable Swingline
Lender. The Applicable Swingline Lender will promptly make such Swingline Advance available to the
Applicable Borrower at the Applicable Borrower’s account with the Applicable Administrative Agent.


Section 2.5 Bankers’ Acceptances.




     (a) Subject to the terms and conditions of this Agreement, the Canadian Borrower may request a
Borrowing denominated in Canadian Dollars by presenting drafts for acceptance and, if applicable,
purchase as B/As by the Canadian Lenders.



     (b) No Contract Period with respect to a B/A to be accepted and, if applicable, purchased as
an Advance shall extend beyond the Revolving Maturity Date. All B/A Borrowings shall be
denominated in Canadian Dollars.



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     (c) To facilitate availment of the B/A Advances, the Canadian Borrower hereby appoints each
Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile
or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of B/As
in the form requested by such Canadian Lender. The Canadian Borrower recognizes and agrees that
all B/As signed and/or endorsed on its behalf by a Canadian Lender shall bind the Canadian Borrower
as fully and effectually as if signed in the handwriting of and duly issued by the proper signing
officers of the Canadian Borrower. Each Canadian Lender is hereby authorized to issue such B/As
endorsed in blank in such face amounts as may be determined by such Canadian Lender;
provided that the aggregate amount thereof is equal to the aggregate amount of B/As
required to be accepted and purchased by such Canadian Lender. No Canadian Lender shall be liable
for any damage, loss or other claim arising by reason of any loss or improper use of any such
instrument except the gross negligence or willful misconduct of such Canadian Lender or its
officers, employees, agents or representatives. Each Canadian Lender shall maintain a record with
respect to B/As (i) voided by it for any reason, (ii) accepted and purchased by it hereunder and
(iii) canceled at their respective maturities. Each Canadian Lender further agrees to retain such
records in the manner and for the statutory periods provided in the various provincial or federal
statutes and regulations which apply to such Canadian Lender. On request by or on behalf of the
Canadian Borrower, a Canadian Lender shall cancel all forms of B/A which have been pre-signed or
pre-endorsed on behalf of the Canadian Borrower and which are held by such Canadian Lender and are
not required to be issued in accordance with the Canadian Borrower’s irrevocable notice. At the
discretion of a Canadian Lender, B/As to be accepted by such Canadian Lender may be issued in the
form of “Depository Bills” within the meaning of the Depository Bills and Notes Act (Canada) and
deposited with the Canadian Depository for Securities Limited (“CDS”) and may be made
payable to “CDS & Co.” or in such other name as may be acceptable to CDS and thereafter dealt with
in accordance with the rules and procedures of CDS, consistent with the terms of this Agreement and
the Depository Bills and Notes Act (Canada). All Depository Bills so issued shall be governed by
the provisions of this Section 2.5.



     (d) Drafts of the Canadian Borrower to be accepted as B/As hereunder shall be signed as set
forth in this Section 2.5. Notwithstanding that any Person whose signature appears on any B/A may
no longer be an authorized signatory for any of the Canadian Lenders or the Canadian Borrower at
the date of issuance of a B/A, such signature shall nevertheless be valid and sufficient for all
purposes as if such authority had remained in force at the time of such issuance and any such B/A
so signed shall be binding on the Canadian Borrower.



     (e) Promptly following receipt of a notice of borrowing, continuation or conversion of B/As,
the Canadian Administrative Agent shall so advise the Canadian Lenders and shall advise each
Canadian Lender of the aggregate face amount of the B/As to be accepted by it and the applicable
Contract Period (which shall be identical for all Canadian Lenders). The aggregate face amount of
the B/As to be accepted by a Canadian Lender shall be in an integral multiple of C$100,000 and such
face amount shall be in each Canadian Lender’s Applicable Percentage of such Canadian Borrowing,
and each such Canadian Borrowing shall be no less than $1,000,000; provided, that the
Canadian Administrative Agent may, in its sole discretion, increase or reduce any Canadian Lender’s
portion of such B/A to the nearest C$100,000.



     (f) The Canadian Borrower may specify in a notice of borrowing or conversion or continuation
pursuant to Section 2.6(a) or Section 2.6(b), respectively, that it desires that any B/As requested
by such notice be purchased by the Canadian Lenders, in which case the Canadian Lenders shall
purchase, or arrange the purchase of, each B/A from the Canadian Borrower at the Discount Rate for
such Canadian Lender applicable to such B/A accepted by it and provide to the Canadian
Administrative Agent the Discount Proceeds for the account of the Canadian Borrower. The
Acceptance Fee payable by the Canadian Borrower to a Canadian Lender under Section 2.10(f) in
respect of each B/A accepted by such



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Canadian Lender shall be set off against the Discount Proceeds payable by such Canadian Lender
under this Section 2.5.




     (g) Each Canadian Lender may at any time and from time to time hold, sell, rediscount or
otherwise dispose of any or all B/As accepted and purchased by it.



     (h) If a Canadian Lender notifies the Canadian Administrative Agent in writing that it is
unable to accept Bankers’ Acceptances, such Canadian Lender will, instead of accepting and, if
applicable, purchasing Bankers’ Acceptances, make an advance (a “B/A Equivalent Advance”)
to the Canadian Borrower in the amount and for the same term as the draft that such Canadian Lender
would otherwise have been required to accept and purchase hereunder. Each such Canadian Lender
will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent
Advance for the account of the Canadian Borrower. Each such B/A Equivalent Advance will bear
interest at the same rate that would result if such Lender had accepted (and been paid an
Acceptance Fee) and purchased (on a discounted basis at the Discount Rate) a Bankers’ Acceptance
for the relevant Contract Period (it being the intention of the parties that each such B/A
Equivalent Advance shall have the same economic consequences for the Lenders and the Canadian
Borrower as the Bankers’ Acceptance which such B/A Equivalent Advance replaces). All such interest
shall be paid in advance on the date such B/A Equivalent Advance is made, and will be deducted from
the principal amount of such B/A Equivalent Advance in the same manner in which the Discount
Proceeds of a Bankers’ Acceptance would be deducted from the face amount of the Bankers’
Acceptance.



     (i) The Canadian Borrower waives presentment for payment and any other defense to payment of
any amounts due to a Canadian Lender in respect of a B/A accepted and purchased by it pursuant to
this Agreement which might exist solely by reason of such B/A being held, at the maturity thereof,
by such Canadian Lender in its own right and the Canadian Borrower agrees not to claim any days of
grace if such Canadian Lender as holder sues the Canadian Borrower on the B/A for payment of the
amount payable by the Canadian Borrower thereunder. On the last day of the Contract Period of a
B/A, or such earlier date as may be required or permitted pursuant to the provisions of this
Agreement, the Canadian Borrower shall pay the Canadian Lender that has accepted and purchased such
B/A the full face amount of such B/A (subject to Section 2.5(j) below and Section 2.7(b)), and
after such payment, the Canadian Borrower shall have no further liability in respect of such B/A
and such Canadian Lender shall be entitled to all benefits of, and be responsible for all payments
due to third parties under, such B/A.



     (j) Except as required by any Canadian Lender upon the occurrence of an Event of Default, no
B/A Advance may be repaid by the Canadian Borrower prior to the expiry date of the Contract Period
applicable to such B/A Advance; provided, however, that any B/A or B/A Equivalent Advance
may be defeased as provided in the proviso to Section 2.7(b).


Section 2.6 Borrowings; Procedures and Limitations.




     (a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given:




     (i) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston,
Texas time) on the fourth Business Day before the date of the proposed Borrowing in the case of
a Eurocurrency Advance under the US Revolving Facility denominated in a Foreign Currency,




     (ii) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston,
Texas time) on the third Business Day before the date of the proposed Borrowing in the case of a
Eurocurrency Advance under the US Revolving Facility denominated in Dollars or under the Term B
Facility,



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     (iii) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston,
Texas time) one Business Day before the date of the proposed Borrowing in the case of a US Base
Rate Advance;




     (iv) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00
p.m. (Calgary, Alberta Canada time) on the fourth Business Day before the date of the proposed
Borrowing in the case of a Eurocurrency Advance under the Canadian Facility denominated in
Dollars,




     (v) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00 p.m.
(Calgary, Alberta Canada time) on the third Business Day before the date of the proposed
Borrowing in the case of a Eurocurrency Advance under the Canadian Facility, Canadian Base Rate
(US$) Advance and in the case of B/A Advances, and




     (vi) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00
p.m. (Calgary, Alberta Canada time) one Business Day before the date of the proposed Borrowing
in the case of a Canadian Base Rate (C$) Advance.


The Applicable Administrative Agent shall give each applicable Lender prompt notice on the day of
receipt of timely Notice of Borrowing of such proposed Borrowing by telecopier; provided however
that the Administrative Agents and each of the Lenders hereby waive the requirement in this Section
2.6(a) with respect to the initial Borrowing to be made on the Closing Date, which funds shall,
among other things, pay the obligations outstanding on the Closing Date under the Existing Credit
Agreements. Each Notice of Borrowing shall be by telephone or telecopier, and if by telephone,
confirmed promptly in writing, specifying the (i) requested date of such Borrowing (which shall be
a Business Day), (ii) requested Type of Advances comprising such Borrowing, (iii) aggregate amount
of such Borrowing, (iv) if such Borrowing is to be comprised of Eurocurrency Advances, the Interest
Period for such Advances, (v) if such Borrowing is to be comprised of B/A Advances, the Contract
Period for such Advances, and (vi) the Designated Currency of such Borrowing. In the case of a
proposed Borrowing comprised of Eurocurrency Advances, the Applicable Administrative Agent shall
promptly notify each applicable Lender of the applicable interest rate under Section 2.10, as
applicable. Each US Revolving Lender or Canadian Lender, as applicable, shall before 11:00 a.m.
(Houston, Texas time or Calgary, Alberta Canada time, as applicable) on the date of the proposed
Borrowing, make available for the account of its Lending Office to the Applicable Administrative
Agent at its address referred to in Section 9.7, or such other location as the Applicable
Administrative Agent may specify by notice to the applicable Lenders, in Same Day Funds, such
Lender’s Applicable Pro Rata Share of such Borrowing. Promptly upon the Applicable Administrative
Agent’s receipt of such funds (but in any event not later than 3:00 p.m. (Houston, Texas time or
Calgary, Alberta Canada time, as applicable) on the date of the proposed Borrowing) and provided
that the applicable conditions set forth in Article III have been satisfied, the Applicable
Administrative Agent will make such funds available to the Applicable Borrower at its account with
such Administrative Agent.




     (b) Conversions and Continuations. In order to elect to Convert or continue Advances
comprising part of the same Borrowing under this Section, the Applicable Borrower shall:




     (i) in case of a US Revolving Borrowing or a Term B Borrowing, deliver an irrevocable
Notice of Conversion or Continuation to the US Administrative Agent at the US Administrative
Agent’s office no later than 12:00 p.m. (Houston, Texas time) (A) at least one Business Day in
advance of the proposed Conversion date in the case of a Conversion of such Advances to US Base
Rate Advances, (B) at least three Business Days in advance of the proposed Conversion or
continuation date in the case of a Conversion to, or a continuation of, Eurocurrency Advances



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denominated in Dollars; and (C) at least four Business Days in advance of the proposed
Conversion or continuation date in the case of a Conversion to, or a continuation of,
Eurocurrency Advances denominated in Foreign Currencies;




     (ii) in case of a Canadian Borrowing or a B/A Borrowing, deliver an irrevocable Notice of
Conversion or Continuation to the Canadian Administrative Agent at the Canadian Administrative
Agent’s office no later than 12:00 p.m. (Calgary, Alberta Canada time) (A) at least one Business
Day in advance of the proposed Conversion date in the case of a Conversion of such Advance to
Canadian Base Rate (C$) Advances, (B) at least three Business Day in advance of the proposed
Conversion date in the case of a Conversion of such Advance to Canadian Base Rate (US$)
Advances, (C) at least three Business Days in advance of the proposed Conversion or continuation
date in the case of a Conversion to, or a continuation of, Eurocurrency Advances under the
Canadian Facility, and (D) at least three Business Days in advance of the proposed Conversion or
continuation date in the case of a Conversion to, or a continuation of, B/A Advances.


Each such Notice of Conversion or Continuation shall be in writing or by telephone or telecopier,
and if by telephone, confirmed promptly in writing, specifying (A) the requested Conversion or
continuation date (which shall be a Business Day), (B) the Borrowing amount and Type of the
Advances to be Converted or continued, (C) whether a Conversion or continuation is requested, and
if a Conversion, into what Type of Advances, (D) in the case of a Conversion to, or a continuation
of, Eurocurrency Advances, the requested Interest Period, and (E) in the case of a Conversion to,
or continuation of, B/A Advances, the requested Contract Period. Promptly after receipt of a
Notice of Conversion or Continuation under this paragraph, the Applicable Administrative Agent
shall provide each applicable Lender with a copy thereof and, in the case of a Conversion to or a
continuation of Eurocurrency Advances, notify each applicable Lender of the applicable interest
rate under Section 2.10 as applicable. For purposes other than the conditions set forth in Section
3.2, the portion of Advances comprising part of the same Borrowing that are Converted to Advances
of another Type shall constitute a new Borrowing.




     (c) Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:




     (i) Each US Revolving Borrowing shall (A) be in an aggregate amount not less than
$1,500,000 and in integral multiples of $100,000 in excess thereof in case of Eurocurrency
Advances and in an aggregate amount not less than $500,000 and in integral multiples of $100,000
in excess thereof in case of US Base Rate Advances, (B) consist of Advances of the same Type
made, Converted or continued on the same day by the US Revolving Lenders according to their
Applicable Percentage, and (C) denominated in the applicable Designated Currencies.




     (ii) Each Term B Borrowing shall (A) consist of Advances of the same Type made, Converted
or continued on the same day by the Term B Lenders according to their Applicable Percentage, and
(B) denominated only in Dollars.




     (iii) Each Canadian Borrowing and each B/A Borrowing shall (A) with respect to Eurocurrency
Advances, be in an aggregate amount not less than $1,000,000 and in integral multiples of
$100,000, (B) with respect to Canadian Base Rate (US$) Advances, be in an aggregate amount not
less than $500,000 and in integral multiples of $100,000 in excess thereof, (C) with respect to
Canadian Base Rate (C$) Advances, be in an aggregate amount not less than C$500,000 and in
integral multiples of C$100,000, (D) with respect to B/A Advances, be in such minimum amounts
required under Section 2.5, (E) consist of Advances of the same Type made, Converted or
continued on the same day by the Canadian Lenders according to their Applicable Percentage, and
(F) denominated in the applicable Designated Currencies.



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     (iv) At no time shall there be more than eight Interest Periods applicable to outstanding
Eurocurrency Advances under the Facilities nor more than five Contract Periods applicable to B/A
Advances under the Canadian Facility.




     (v) No single Borrowing consisting of Eurocurrency Advances may include Advances in
different currencies and no single Borrowing consisting of Canadian Base Rate Advances may
include Advances in different currencies.




     (vi) Neither Borrower may select Eurocurrency Advances for any Borrowing to be made,
Converted or continued if a Default or Event of Default has occurred and is continuing.




     (vii) Canadian Borrower may not select B/A Advances for any Borrowing to be made, Converted
or continued if a Default or Event of Default has occurred and is continuing.




     (viii) If any Lender shall, at least one Business Day prior to the requested date of any
Borrowing comprised of Eurocurrency Advances or B/A Advances, notify the Applicable
Administrative Agent and the Applicable Borrower that the introduction of or any change in or in
the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to
perform its obligations under this Agreement to make Eurocurrency Advances or B/A Advances or to
fund or maintain Eurocurrency Advances or B/A Advances, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or sell, or take
deposits of, Dollars or any Foreign Currency in the applicable interbank market, then (1) if the
requested Borrowing was of US Revolving Advances, such Lender’s Applicable Percentage of the
Dollar Equivalent amount of such Borrowing shall be made as a US Base Rate Advance of such US
Revolving Lender under the US Revolving Facility, (2) if the requested Borrowing was of Canadian
Advances denominated in Dollars, such Lender’s Applicable Percentage of the Dollar Equivalent
amount of such Borrowing shall be made as a Canadian Base Rate (US$) Advance of such Lender, (3)
if the requested Borrowing was of Canadian Advances denominated in Canadian Dollars, such
Lender’s Applicable Percentage of the amount of such Borrowing shall be made as a Canadian Base
Rate (C$) Advance of such Lender, (4) if the requested Borrowing was of Term B Advances, such
Lender’s Applicable Percentage of the amount such Borrowing shall be made as a US Base Rate
Advance of such Term B Lender under the Term B Facility, (5) in any event, such US Base Rate
Advance or Canadian Base Rate Advance, as applicable, shall be considered part of the same
Borrowing and interest on such US Base Rate Advance or Canadian Base Rate Advance, as
applicable, shall be due and payable at the same time that interest on the Eurocurrency Advances
or the face amount of the B/A Advances comprising the remainder of such Borrowing shall be due
and payable, and (6) any obligation of such Lender to make, continue, or Convert to,
Eurocurrency Advances in the affected currency or currencies, or to make B/A Advances, including
in connection with such requested Borrowing, shall be suspended until such Lender notifies the
Applicable Administrative Agent and the Applicable Borrower that the circumstances giving rise
to such determination no longer exist.




     (ix) If (A) the US Administrative Agent is unable to determine the Eurocurrency Rate for
Eurocurrency Advances comprising any requested US Revolving Borrowing or Term B Borrowing, or
(B) the Canadian Administrative Agent is unable to determine the Eurocurrency Rate for
Eurocurrency Advances comprising any requested Canadian Borrowing, the right of the Applicable
Borrower to select Eurocurrency Advances in the affected currency or currencies for such
Borrowing or for any subsequent Borrowing shall be suspended until the Applicable Administrative
Agent shall notify the Applicable Borrower and the applicable Lenders that the circumstances
causing such suspension no longer exist, and each US Revolving Advance comprising such Borrowing
shall be made as a US Base Rate Advance under the US Revolving Facility in the Dollar Equivalent
of the



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originally requested Advance, each Term B Advance comprising such Borrowing shall be
Converted or continued as a US Base Rate Advance, and each Canadian Advance comprising such
Borrowing shall be made as a Canadian Base Rate (US$) Advance in the Dollar Equivalent of the
originally requested Advance.




     (x) If the US Revolving Majority Lenders shall, at least one Business Day before the date
of any requested Borrowing, notify the US Administrative Agent that (A) the Eurocurrency Rate
for Eurocurrency Advances comprising such Borrowing will not adequately reflect the cost to such
Lenders of making or funding their respective Eurocurrency Advances, as the case may be, for
such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore
interbank market for such currency for the applicable amount and Interest Period of such
Eurocurrency Advance, then the US Administrative Agent shall give notice thereof to the US
Borrower and the US Revolving Lenders and the right of the US Borrower to select Eurocurrency
Advances in the affected currency or currencies for such US Revolving Borrowing or for any
subsequent US Revolving Borrowing shall be suspended until the US Administrative Agent shall
notify the US Borrower and the US Revolving Lenders that the circumstances causing such
suspension no longer exist, and each Advance comprising such Borrowing shall be made as a US
Base Rate Advance under the US Revolving Facility in the Dollar Equivalent of the originally
requested Advance.




     (xi) If the Canadian Majority Lenders shall, at least one Business Day before the date of
any requested Borrowing, notify the Canadian Administrative Agent that (A) the Eurocurrency Rate
for Eurocurrency Advances or the Discount Rate for the B/A Advances comprising such Borrowing
will not adequately reflect the cost to such Lenders of making or funding their respective
Eurocurrency Advances or B/A Advances, as the case may be, for such Borrowing, or (B) deposits
are not being offered to banks in the applicable offshore interbank market for Dollars or
Canadian Dollars for the applicable amount and Interest Period of such Eurocurrency Advance, the
right of the Canadian Borrower to select Eurocurrency Advances or B/A Advances for such
Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative
Agent shall notify the Canadian Borrower and the Canadian Lenders that the circumstances causing
such suspension no longer exist, and each Advance comprising such Canadian Borrowing shall be
made as a Canadian Base Rate (US$) Advance in case of a requested Eurocurrency Advance and as a
Canadian Base Rate (C$) Advance in case of a requested B/A Advance.




     (xii) With respect to any proposed Borrowing consisting of Eurocurrency Advances
denominated in any Foreign Currencies and requested or made under the US Revolving Facility, if
there shall occur on or prior to the date of such Borrowing any change in national or
international financial, political or economic conditions or currency exchange rates or exchange
controls which would in the reasonable opinion of the US Administrative Agent or the US
Revolving Majority Lenders, make it impracticable for such Borrowing to be denominated in the
Foreign Currency designated by the US Borrower, then the US Administrative Agent shall give
notice thereof to the US Borrower and the US Revolving Lenders, and the right of the US Borrower
to select Eurocurrency Advances in the affected currency or currencies for such Borrowing or for
any subsequent Borrowing shall be suspended until the US Administrative Agent shall notify the
US Borrower and the US Revolving Lenders that the circumstances causing such suspension no
longer exist, and each Advance comprising such Borrowing shall be made as a US Base Rate Advance
in the Dollar Equivalent of the originally requested Advance.




     (xiii) If the Applicable Borrower shall fail to select the duration or continuation of any
Interest Period for any Eurocurrency Advance in accordance with the provisions contained in the
definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Applicable
Administrative Agent will forthwith so notify the Applicable Borrower and the applicable Lenders
and (A) if denominated



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in Dollars under the US Revolving Facility or the Term B Facility, such affected Advances
will be made available to the US Borrower on the date of such Borrowing as US Base Rate Advances
or, if such affected Advances are existing Advances, will be Converted into US Base Rate
Advances at the end of Interest Period then in effect, (B) if under the Canadian Facility, such
affected Advances will be made available to the Canadian Borrower on the date of such Borrowing
as Canadian Base Rate (US$) Advances or, if such affected Advances are existing Advances, will
be Converted into Canadian Base Rate (US$) Advances at the end of Interest Period then in
effect, and (C) if denominated in a Foreign Currency under the US Revolving Facility, the US
Borrower shall be deemed to have specified an Interest Period of one month for such affected
Advances or, if such affected Advances are existing Advances, such affected Advances will be
continued as a Eurocurrency Advance in the original Designated Currency with an Interest Period
of one month.




     (xiv) If the Canadian Borrower shall fail to select the duration or continuation of any
Contract Period for any B/A Advance in accordance with the provisions contained in the
definition of “Contract Period” in Section 1.1, clause (a) and (b) above, and Section 2.5, the
Canadian Administrative Agent will forthwith so notify the Canadian Borrower and the Canadian
Lenders and such affected B/A Advances will be made available to the Canadian Borrower on the
date of such Borrowing as Canadian Base Rate (C$) Advances or, if such affected B/A Advances are
existing Advances, will be automatically Converted into Canadian Base Rate (C$) Advances at the
end of the Contract Period then in effect.




     (xv) If the US Borrower shall fail to specify a currency for any Eurocurrency Advances
under the US Revolving Facility, then the Eurocurrency Advances as requested shall be made in
Dollars.




     (xvi) US Revolving Advances may only be Converted or continued as US Revolving Advances.




     (xvii) With respect to Term B Advances (a) such Advances made on the Closing Date shall be
Base Rate Advances and may only be Converted to Eurocurrency Advances on or after the
14th day following the Closing Date, and (b) such Advances may be Converted or
continued only as Term B Advances.




     (xviii) Canadian Advances may only be Converted or continued as Canadian Advances.




     (xix) Swingline Advances may not be Converted or continued.




     (xx) No Advance may be Converted or continued as an Advance in a different currency, but
instead must be prepaid (or defeased with respect to B/A Advances) in the original Designated
Currency of such Advance and reborrowed in such new Designated Currency.



     (d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or
Continuation shall be irrevocable and binding on the Applicable Borrower.



     (e) Lender Obligations Several. The failure of any Lender to make the Advance to be
made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any,
to make its Advance on the date of such Borrowing. No Lender shall be responsible for the failure
of any other Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.



     (f) Funding by Lenders; Administrative Agents’ Reliance. Unless the Applicable
Administrative Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurocurrency Advances or of B/A Advances, or prior to noon on the date of any
Borrowing of Base Rate



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Advances, that such Lender will not make available to the Applicable Administrative Agent such
Lender’s share of such Borrowing, the Applicable Administrative Agent may assume that such Lender
has made such share available in accordance with and at the time required in Section 2.6 (or, in
the case of a Borrowing of B/A Advances, that such Lender has made such share available in
accordance with and at the time required by Section 2.5) and may, in reliance upon such assumption,
make available to the Applicable Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Applicable Administrative
Agent, then the applicable Lender and the Applicable Borrower severally agree to pay to the
Applicable Administrative Agent forthwith on demand such corresponding amount in Same Day Funds
with interest thereon, for each day from and including the date such amount is made available to
such Borrower to but excluding the date of payment to the Applicable Administrative Agent, at (A)
in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a
payment to be made by such Borrower, the interest rate applicable to the requested Borrowing. If
such Borrower and such Lender shall pay such interest to the Applicable Administrative Agent for
the same or an overlapping period, the Applicable Administrative Agent shall promptly remit to such
Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays
its share of the applicable Borrowing to the Applicable Administrative Agent, then the amount so
paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall
have failed to make such payment to the Applicable Administrative Agent. A notice of the
Applicable Administrative Agent to any Lender or Applicable Borrower with respect to any amount
owing under this subsection (f) shall be conclusive, absent manifest error.



Section 2.7 Prepayments; Defeasance.




     (a) Right to Prepay. No Borrower shall have any right to prepay any principal amount
of any Advance except as provided in this Section 2.7.



     (b) Optional.




     (i) Each Borrower may elect to prepay any Borrowing (other than Bankers’ Acceptances or B/A
Equivalent Advances, which may, however, be defeased as provided below), in whole or in part,
without penalty or premium except as set forth in Section 2.12 and after giving by 11:00 a.m.
(Houston, Texas time or Calgary, Alberta Canada time as applicable) (i) in the case of
Eurocurrency Advances, at least three Business Days’ or (ii) in case of Base Rate Advances, same
Business Day’s prior written notice to the Applicable Administrative Agent stating the proposed
date and aggregate principal amount of such prepayment. If any such notice is given, such
Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part
in an aggregate principal amount equal to the amount specified in such notice, together with
accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if
any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on
such date; provided that each optional partial prepayment of a Borrowing shall be in a
minimum amount not less than $100,000 and in multiple integrals of $100,000 in excess thereof.




     (ii) The Canadian Borrower may defease any B/A or B/A Equivalent Advance by depositing with
the Canadian Administrative Agent an amount that, together with interest accruing on such amount
to the end of the Contract Period for such B/A or B/A Equivalent Advance is sufficient to pay
such maturing B/As or B/A Equivalent Advances when due. The Applicable Administrative Agent
shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.7
and of each Lender’s portion of such prepayment.



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     (c) Mandatory.




     (i) On each Computation Date the US Administrative Agent shall consult with the Canadian
Administrative Agent regarding the Exchange Rate and the Administrative Agents shall determine
the Dollar Equivalent of the aggregate US Revolving Outstandings and the aggregate Canadian
Outstandings. If, on any Computation Date: (i) the Dollar Equivalent of the US Revolving
Outstandings exceeds the aggregate US Revolving Commitments then in effect; or (ii) the Dollar
Equivalent of the Canadian Outstandings exceeds the aggregate Canadian Commitments then in
effect; then the US Administrative Agent shall give notice thereof to the US Borrower and the US
Revolving Lenders, and the Canadian Administrative Agent shall give notice thereof to the
Canadian Borrower and the Canadian Lenders. Within five Business Days after the Applicable
Borrower has received notice thereof, (A) the Canadian Borrower shall first prepay outstanding
Canadian Base Rate Advances and Eurocurrency Advances, second defease outstanding B/A Advances
pursuant to Section 2.7(b)(ii), third prepay outstanding Canadian Swingline Advances, and fourth
make deposits into the Canadian Cash Collateral Account, such that after giving effect to such
prepayment or provision, the Dollar Equivalent of the Canadian Outstandings does not exceed the
aggregate Canadian Commitments then in effect and (B) the US Borrower shall first prepay
outstanding US Revolving Advances, second prepay outstanding US Swingline Advances, and third
make deposits into the US Cash Collateral Account, such that after giving effect to such
prepayment or provision, the Dollar Equivalent of the US Revolving Outstandings does not exceed
the aggregate US Revolving Commitments then in effect.




     (ii) On March 31st of each year commencing with March 31, 2007 and so long as the Leverage
Ratio is greater than or equal to 3.00 to 1.00 as of the fiscal quarter ending on the
immediately preceding December 31st, the US Borrower shall prepay (or otherwise
provide for) the US Revolving Outstandings and Term B Outstandings and shall cause the Canadian
Borrower to prepay (or otherwise provide for) the Canadian Outstandings in an aggregate amount
equal to 50% of the Excess Cash Flow calculated as of the immediately preceding December
31st and such prepayments and provisions shall be made as set forth in Section
2.7(f).




     (iii) If, in any fiscal year, the US Borrower or any Subsidiary receives casualty insurance
proceeds or condemnation proceeds in connection with any assets of such Borrower or such
Subsidiary and, which when taken together with all other insurance proceeds or condemnation
proceeds received by the US Borrower or any Subsidiary during such fiscal year but less any
third-party costs and expenses incurred by the US Borrower or such Subsidiary to collect such
proceeds, are greater than $3,000,000, such proceeds are not utilized to repair or replace or
been contractually committed to repair or replace such assets within 365 days after the date of
such casualty event or condemnation event, then immediately upon the expiration of such 365-day
period (1) the Canadian Borrower shall prepay (or otherwise provide for) the Canadian
Outstandings, and (2) US Borrower shall prepay (or otherwise provide for) the US Revolving
Outstandings and Term B Outstandings to the extent any such proceeds are not Foreign Proceeds,
in an aggregate amount equal to 100% of such unutilized excess and such prepayments and
provisions shall be made as set forth in Section 2.7(e) and Section 2.7(f); provided
that, notwithstanding the provisions of this clause (iii), if an Event of Default has occurred
and is continuing when any such insurance proceeds and condemnation proceeds are received by the
US Borrower or any Subsidiary, then (A) the Canadian Borrower shall prepay (or otherwise provide
for) the Canadian Outstandings, and (B) US Borrower shall prepay (or otherwise provide for) the
US Revolving Outstandings and Term B Outstandings to the extent any such proceeds are not
Foreign Proceeds, in an aggregate amount equal to 100% of all such casualty insurance proceeds
and condemnation proceeds less any third-party costs and expenses incurred by the US Borrower or
such Subsidiary to collect such proceeds, regardless of whether the aggregate



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amount of such proceeds in such fiscal year is greater than $3,000,000, and such
prepayments and provisions shall be made as set forth in Section 2.7(e) and Section 2.7(f).




     (iv) If, in any fiscal year, the US Borrower or any Subsidiary receives Debt Incurrence
Proceeds, which together with all other Debt Incurrence Proceeds received by the US Borrower or
any Subsidiary during such fiscal year, exceeds $5,000,000 and so long as any Term B
Outstandings exist, then immediately upon receipt of such excess (A) the Canadian Borrower shall
prepay (or otherwise provide for) the Canadian Outstandings to the extent such proceeds are
Foreign Proceeds, and (B) US Borrower shall prepay (or otherwise provide for) the US Revolving
Outstandings and Term B Outstandings to the extent any such proceeds are Domestic Proceeds, in
an aggregate amount equal to 50% of such excess and such prepayments and provisions shall be
made as set forth in Section 2.7(e) and Section 2.7(f).




     (v) If, in any fiscal year, the US Borrower or any Subsidiary receives Equity Issuance
Proceeds, which together with all other Equity Issuance Proceeds received by the US Borrower or
any Subsidiary during such fiscal year, exceeds $50,000,000, then immediately upon receipt of
such excess (A) the Canadian Borrower shall prepay (or otherwise provide for) the Canadian
Outstandings, and (B) US Borrower shall prepay (or otherwise provide for) the US Revolving
Outstandings and Term B Outstandings to the extent any such proceeds are Domestic Proceeds, in
an aggregate amount equal to 50% of such excess and such prepayments and provisions shall be
made as set forth in Section 2.7(e) and Section 2.7(f); provided that, (1) Equity
Issuances by the US Borrower to SCF or to any other shareholder of the US Borrower that owns
Equity Interests in the US Borrower on the Effective Date, shall not be subject to this clause
(v) nor shall it be applied in calculating the $50,000,000 basket described above in this clause
(v) so long as no Default or Event of Default exists both before and after giving effect to such
issuance to SCF or to such shareholder, and (2) notwithstanding the foregoing, neither Borrower
shall be required to make a prepayment pursuant to this clause (v) in excess of $50,000,000 in
the aggregate in any fiscal year.




     (vi) If any currency shall cease to be an Agreed Currency as provided herein, then
promptly, but in any event within five (5) Business Days of receipt of the notice from the US
Administrative Agent provided for in such sentence, the US Borrower shall prepay all US
Revolving Advances funded and denominated in such affected currency or Convert such US Revolving
Advances into Advances in Dollars, subject to the other terms set forth in Article II.



     (d) Interest; Costs. Each prepayment pursuant to this Section 2.7 shall be
accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts,
if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on
such date.



     (e) Application of Foreign Proceeds. All excess amounts described in clause (iii),
(iv) and (v) of Section 2.7(c) that are Foreign Proceeds shall be applied by the Canadian Borrower
for the following prepayments and provisions and in the following order:




First, prepayments of all Canadian Swingline Advances until all Canadian Swingline
Advances are repaid in full;




Second, prepayments of (or in the case of B/A Advances, defeasance of) all Canadian
Advances until such Advances are repaid in full; and




Third, if the Canadian Commitments have been terminated or expired, deposits into
the Canadian Cash Collateral Account to provide cash collateral to the extent of any
existing Canadian Letter of Credit Exposure.



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     (f) Application of Domestic Proceeds and Excess Cash Flow. All excess amounts
described in clause (iii), (iv) and (v) of Section 2.7(c) that are Domestic Proceeds and 50% of the
Excess Cash Flow as required in clause (ii) of Section 2.7(c) shall be applied by the US Borrower
for the following prepayments and provisions and in the following order:




First, prepayments of scheduled principal installments of the Term B Outstandings to
be applied in the inverse order of maturity until such time as all Term B Advances are
repaid in full;




Second, ratable prepayments of all US Swingline Advances until all US Swingline
Advances are repaid in full;




Third, ratable prepayments of all US Revolving Advances until all such Advances are
repaid in full; and




Fourth, if the applicable Revolving Commitments have been terminated or expired,
ratable deposits into the US Canadian Collateral Account to provide cash collateral to the
extent of any existing US Letter of Credit Exposure.


Section 2.8 Repayment.




     (a) US Revolving Advances. The US Borrower hereby unconditionally promises to pay to
the US Administrative Agent for the account of and ratable benefit of each US Revolving Lender the
aggregate outstanding principal amount of all US Revolving Advances on the Revolving Maturity Date.



     (b) Canadian Advances. The Canadian Borrower hereby unconditionally promises to pay
to the Canadian Administrative Agent for the account of and ratable benefit of each Canadian Lender
the aggregate outstanding principal amount of all Canadian Advances on the Revolving Maturity Date.



     (c) Term B Advances. The US Borrower hereby unconditionally promises to pay the Term
B Advances to the US Administrative Agent for the account of and ratable benefit of each Term B
Lender (i) with quarterly principal installments each equal to 0.25% of the aggregate original
principal amount of all Term B Advances and payable on each March 31, June 30, September 30, and
December 31, commencing with December 31, 2005, and (ii) a payment on the Term B Maturity Date
equal to the aggregate outstanding principal amount of all Term B Advances on such Term B Maturity
Date.



     (d) US Swingline Advances. The US Borrower hereby unconditionally promises to pay the
US Swingline Advances to the US Swingline Lender (i) the aggregate outstanding principal amount of
all US Swingline Advances on each US Swingline Payment Date, and (ii) the aggregate outstanding
principal amount of all US Swingline Advances outstanding on the Revolving Maturity Date.



     (e) Canadian Swingline Advances. The Canadian Borrower hereby unconditionally
promises to pay the Canadian Swingline Advances to the Canadian Swingline Lender (i) the aggregate
outstanding principal amount of all Canadian Swingline Advances on each Canadian Swingline Payment
Date, and (ii) the aggregate outstanding principal amount of all Canadian Swingline Advances
outstanding on the Revolving Maturity Date.


Section 2.9 Fees.




     (a) US Revolving Commitment Fees. The US Borrower agrees to pay to the US
Administrative Agent for the account of each US Revolving Lender a US Revolving Commitment Fee on
the average daily amount by which such Lender’s US Revolving Commitment exceeds such Lender’s
outstanding US



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Revolving Advances plus such Lender’s Applicable Percentage of the US Letter of Credit
Exposure at the rate equal to the Applicable Margin for US Revolving Commitment Fees for such
period. The US Revolving Commitment Fee is due quarterly in arrears on March 31, June 30,
September 30, and December 31 of each year commencing on September 30, 2005, and on the Revolving
Maturity Date. For purposes of this Section 2.9(a) only, amounts advanced as US Swingline Advances
shall not reduce the amount of the unused US Revolving Commitment.




     (b) Canadian Commitment Fees. The Canadian Borrower agrees to pay to the Canadian
Administrative Agent for the account of each Canadian Lender a Canadian Commitment Fee on the
average daily amount by which such Lender’s Canadian Commitment exceeds such Lender’s outstanding
Canadian Advances plus such Lender’s Applicable Percentage of the Canadian Letter of Credit
Exposure at the rate equal to the Applicable Margin for Canadian Commitment Fees for such period.
The Canadian Commitment Fee is due quarterly in arrears on March 31, June 30, September 30, and
December 31 of each year commencing on September 30, 2005, and on the Revolving Maturity Date. For
purposes of this Section 2.9(b) only, amounts advanced as Canadian Swingline Advances shall not
reduce the amount of the unused Canadian Commitment.



     (c) Fees for US Letters of Credit. The US Borrower agrees to pay the following: (i)
to the US Administrative Agent for the pro rata benefit of the US Revolving Lenders a per annum
letter of credit fee for each US Letter of Credit issued hereunder in an amount equal to the
Applicable Margin for Eurocurrency Advances under the US Revolving Facility per annum on the face
amount of such US Letter of Credit for the period such US Letter of Credit is to be outstanding,
which fee shall be due and payable quarterly in arrears on March 31, June 30, September 30, and
December 31 of each year, and on the Revolving Maturity Date; (ii) to the US Issuing Lender, a
fronting fee for each US Letter of Credit equal to the greater of (A) .125% per annum on the face
amount of such US Letter of Credit and (B) $750.00 in case of a standby US Letter of Credit and
$250.00 in case of a commercial US Letter of Credit, which fee shall be due and payable in advance
on the date of the issuance of the Letter of Credit, and, in the case of an increase or extension
only, on the date of such increase or such extension; and (iii) to the US Issuing Lender such other
usual and customary fees associated with any transfers, amendments, drawings, negotiations or
reissuances of any US Letter of Credit, which fees shall be due and payable as requested by the US
Issuing Lender in accordance with the US Issuing Lender’s then current fee policy. The US Borrower
shall have no right to any refund of letter of credit fees previously paid by the US Borrower,
including any refund claimed because the US Borrower cancels any Letter of Credit prior to its
expiration date.



     (d) Fees for Canadian Letters of Credit. The Canadian Borrower agrees to pay the
following: (i) to the Canadian Administrative Agent for the pro rata benefit of the Canadian
Lenders a per annum letter of credit fee for each Canadian Letter of Credit issued hereunder in an
amount equal to the Applicable Margin for Eurocurrency Advances under the Canadian Facility per
annum on the face amount of such Canadian Letter of Credit for the period such Canadian Letter of
Credit is to be outstanding, which fee shall be due and payable quarterly in arrears on March 31,
June 30, September 30, and December 31 of each year, and on the Revolving Maturity Date; (ii) to
the Canadian Issuing Lender, a fronting fee for each Canadian Letter of Credit equal to the greater
of (A) .125% per annum on the face amount of such Canadian Letter of Credit and (B) $750.00, which
fee shall be due and payable in advance on the date of the issuance of the Letter of Credit, and,
in the case of an increase or extension only, on the date of such increase or such extension; and
(iii) to the Canadian Issuing Lender such other usual and customary fees associated with any
transfers, amendments, drawings, negotiations or reissuances of any Canadian Letter of Credit,
which fees shall be due and payable as requested by the Canadian Issuing Lender in accordance with
the Canadian Issuing Lender’s then current fee policy. The Canadian Borrower shall have no right
to any refund of letter of credit fees previously paid by the Canadian Borrower, including any
refund claimed because the Canadian Borrower cancels any Letter of Credit prior to its expiration
date



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     (e) Administrative Agent Fee. The Borrowers agree to pay the fees to the US
Administrative Agent as set forth in the Fee Letter.


Section 2.10 Interest.




     (a) US Base Rate Advances. Each US Base Rate Advance shall bear interest at the
Adjusted Base Rate in effect from time to time plus the Applicable Margin for US Base Rate
Advances for such period, provided that while an Event of Default is continuing the US Base
Rate Advances shall bear interest at the Adjusted Base Rate in effect from time to time
plus the Applicable Margin plus 2%. The US Borrower shall pay to US Administrative
Agent for the ratable benefit of each US Lender all accrued but unpaid interest on such US Lender’s
US Base Rate Advances on each March 31, June 30, September 30, and December 31 commencing on
September 30, 2005, and on the Revolving Maturity Date or the Term B Maturity Date, as applicable.



     (b) Canadian Base Rate Advances. Each Canadian Base Rate Advance shall bear interest
at the applicable Canadian Base Rate in effect from time to time plus the Applicable Margin
for Canadian Base Rate Advances for such period, provided that while an Event of Default is
continuing the Canadian Base Rate Advances shall bear interest at the applicable Canadian Base Rate
in effect from time to time plus the Applicable Margin plus 2%. The Canadian
Borrower shall pay to Canadian Administrative Agent for the ratable benefit of each Canadian Lender
all accrued but unpaid interest on such Canadian Lender’s Canadian Base Rate Advances on each March
31, June 30, September 30, and December 31 commencing on September 30, 2005, and on the Revolving
Maturity Date.



     (c) Eurocurrency Advances. Each Eurocurrency Advance shall bear interest during its
Interest Period equal to at all times the Eurocurrency Rate for such Interest Period plus
the Applicable Margin for Eurocurrency Advances for such period; provided that while an
Event of Default is continuing, each Eurocurrency Advance shall bear interest at the Eurocurrency
Rate in effect from time to time plus the Applicable Margin plus 2%. The Canadian
Borrower shall pay to the Canadian Administrative Agent for the ratable benefit of each Canadian
Lender all accrued but unpaid interest on each of such Canadian Lender’s Eurocurrency Advances on
the last day of the Interest Period therefor (provided that for Eurocurrency Advances with six
month Interest Periods, accrued but unpaid interest shall also be due on the day three months from
the first day of such Interest Period), on the date any Eurocurrency Advance is repaid in full, and
on the Revolving Maturity Date. The US Borrower shall pay to the US Administrative Agent for the
ratable benefit of each US Lender all accrued but unpaid interest on each of such US Lender’s
Eurocurrency Advances on the last day of the Interest Period therefor (provided that for
Eurocurrency Advances with six month Interest Periods, accrued but unpaid interest shall also be
due on the day three months from the first day of such Interest Period), on the date any
Eurocurrency Advance is repaid in full, and on the Revolving Maturity Date or the Term B Maturity
Date, as applicable.



     (d) US Swingline Advances. US Swingline Advances shall bear interest at the Adjusted
Base Rate in effect from time to time plus the Applicable Margin for US Base Rate Advances;
provided that while an Event of Default is continuing the US Swingline Advances shall bear
interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin
for US Base Rate Advances plus 2%. The US Borrower shall pay to the US Swingline Lender
for its own account subject to Section 2.4(f) all accrued but unpaid interest on each US Swingline
Advance on each US Swingline Payment Date, on the date any US Swingline Advance is repaid (or
refinanced) in full, and on the Revolving Maturity Date.



     (e) Canadian Swingline Advances. Canadian Swingline Advances shall bear interest at
the applicable Canadian Base Rate in effect from time to time plus the Applicable Margin for
Canadian Base Rate Advances; provided that while an Event of Default is continuing the
Canadian Swingline Advances shall bear interest at the applicable Canadian Base Rate in effect from
time to time plus the Applicable



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Margin for Canadian Base Rate Advances plus 2%. The Canadian Borrower shall pay to
the Canadian Swingline Lender for its own account subject to Section 2.4(f) all accrued but unpaid
interest on each Canadian Swingline Advance on each Canadian Swingline Payment Date, on the date
any Canadian Swingline Advance is repaid (or refinanced) in full, and on the Revolving Maturity
Date.




     (f) Acceptance Fee on B/A Advances. Subject to the provisions of Section 9.10, the
Advances comprising each B/A Borrowing shall be subject to an Acceptance Fee, payable by the
Canadian Borrower on the date of acceptance of the relevant B/A and calculated as set forth in the
definition of the term “Acceptance Fee” in Section 1.1.


Section 2.11 Illegality. If any Lender shall notify a Borrower that the introduction of or
any change in or in the interpretation of any law or regulation makes it unlawful, or that any
central bank or other governmental authority asserts that it is unlawful, for such Lender or its
Lending Office to perform its obligations under this Agreement to make, maintain, or fund any
Eurocurrency Advances or B/A Advances of such Lender then outstanding hereunder, (a) the Applicable
Borrower shall, no later than 11:00 a.m. (Houston, Texas, time or Calgary, Alberta Canada time, as
applicable) (i) if not prohibited by law, on the last day of the Interest Period for each
outstanding Eurocurrency Advance or on the last day of the Contract Period for each outstanding B/A
Advance, as applicable, or (ii) if required by such notice, on the second Business Day following
its receipt of such notice, prepay all of the Eurocurrency Advances of such Lender then outstanding
or defease all B/A Advances of such Lender then outstanding pursuant to Section 2.7(b)(ii),
together with accrued interest on the principal amount prepaid or defeased to the date of such
prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such
prepayment or defeasance being made on such date, (b) such Lender shall simultaneously make a Base
Rate Advance to the Applicable Borrower on such date in an amount equal to the aggregate principal
amount of the Eurocurrency Advances prepaid or B/A Advances defeased to such Lender, and (c) the
right of the Applicable Borrower to select Eurocurrency Advances or B/A Advances from such Lender
for any subsequent Borrowing shall be suspended until such Lender shall notify the Applicable
Borrower that the circumstances causing such suspension no longer exist.



Section 2.12 Breakage Costs.




     (a) Funding Losses. In the case of any Revolving Borrowing which the related Notice
of Borrowing specifies is to be comprised of Eurocurrency Advances or B/A Advances, the US Borrower
hereby indemnifies each US Lender and the Canadian Borrower hereby indemnifies each Canadian Lender
against any loss, out-of-pocket cost, or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including, without limitation, any loss (excluding
any loss of anticipated profits), cost, or expense incurred by reason of the liquidation or
redeployment of deposits or other funds acquired by such Lender to fund the Eurocurrency Advance or
the B/A Advance to be made by such Lender as part of such Borrowing when such Eurocurrency Advance
or B/A Advances, as the case maybe, as a result of such failure, is not made on such date.



     (b) Prepayment Losses. If (i) any payment of principal of any Eurocurrency Advance is
made other than on the last day of the Interest Period for such Advance as a result of any
prepayment, payment pursuant to Section 2.7, the acceleration of the maturity of the Obligations,
or for any other reason, (ii) the Applicable Borrower fails to make a principal or interest payment
with respect to any Eurocurrency Advance or B/A Advance on the date such payment is due and
payable, or (iii) any failure by any Borrower to make payment of any Advance or reimbursement of
drawing under any Letter of Credit (or interest due thereon) denominated in a Foreign Currency on
its scheduled due date or any payment thereof in a different currency; the Applicable Borrower
shall, within 10 days of any written demand sent by the Applicable Administrative Agent on behalf
of a Lender to the Applicable Borrower, pay to the Applicable



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Administrative Agent for the benefit of such Lender any amounts determined in good faith by
such Lender to be required to compensate such Lender for any additional losses, out-of-pocket
costs, or expenses which it may reasonably incur as a result of such payment or nonpayment,
including, without limitation, any loss (excluding loss of anticipated profits), cost, or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.



Section 2.13 Increased Costs.




     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of,
or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 2.13(e)) or any Issuing Lender;




     (ii) subject any Lender or Issuing Lender to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurocurrency
Advance made by it, or any B/A Advance made or accepted and purchased by it, or change the basis
of taxation of payments to such Lender or Issuing Lender in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in
the rate of, any Excluded Tax payable by such Lender or Issuing Lender); or




     (iii) impose on any Lender or Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Advances made by such Lender
or B/A Advances made or accepted and purchased by such Lender, or any Letter of Credit or
participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Advance or accepting and purchasing any B/A Advance (or of maintaining
its obligation to make or accept and purchase any such Advance), or to increase the cost to such
Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender or Issuing Lender, the
US Borrower will pay to such US Revolving Lender or US Issuing Lender, and the Canadian Borrower
will pay to such Canadian Lender or Canadian Issuing Lender, as the case may be, such additional
amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such
additional costs incurred or reduction suffered.




     (b) Capital Adequacy. If any Lender or Issuing Lender determines that any Change in
Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s
or Issuing Lender’s holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the
capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level
below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing
Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with
respect to capital adequacy), then from time to time the US Borrower will pay to such US Lender or
US Issuing Lender, and the Canadian Borrower will pay to such Canadian Lender or Canadian Issuing
Lender, as the case may be, such additional amount or amounts as will



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compensate such Lender or such Issuing Lender or such Lender’s or Issuing Lender’s holding
company for any such reduction suffered.




     (c) Certificates for Reimbursement. A certificate of a Lender or Issuing Lender
(together with such further information as the Borrowers may reasonably request) setting forth the
amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as
the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the
Applicable Borrower shall be conclusive absent manifest error. The Applicable Borrower shall pay
such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender
to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or
such Issuing Lender’s right to demand such compensation, provided that the Borrowers shall
not be required to compensate a Lender or Issuing Lender pursuant to this Section for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Lender or
Issuing Lender, as the case may be, notifies the Applicable Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to
claim compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).



     (e) Additional Reserve Requirement. The Applicable Borrower (subject to the proviso
set forth below) shall pay to each Lender Party, (i) as long as such Lender Party shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as Eurocurrency Liabilities), additional interest on the unpaid
principal amount of each Eurocurrency Advance equal to the actual costs of such reserves allocated
to such Advance by such Lender Party (as determined by such Lender Party in good faith, which
determination shall be conclusive in the absence of manifest error), and (ii) as long as such
Lender Party shall be required to comply with any reserve ratio requirement or analogous
requirement of any other central banking or financial regulatory authority imposed in respect of
the maintenance of the US Revolving Commitments, Term B Commitments, or the Canadian Commitments or
the funding of the Eurocurrency Advances, such additional costs (expressed as a percentage per
annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such US Revolving Commitments, Term B Commitments, Canadian Commitment or
Advance by such Lender Party (as determined by such Lender Party in good faith, which determination
shall be conclusive in the absence of manifest error), which in each case, shall be due and payable
on each date on which interest is payable on such Advance; provided that, the Applicable
Borrower shall have received at least 3 Business Days’ prior notice (with a copy to each
Administrative Agent) of such additional interest or costs from such Lender Party. If a Lender
Party fails to give notice 3 Business Days prior to the relevant payment date for interest, such
additional interest or costs shall be due and payable 3 Business Days from receipt of such notice.


Section 2.14 Payments and Computations.




     (a) Payments. All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein and except with respect to principal of and interest on Advances
denominated in a Foreign Currency and Letter of Credit Obligations on Letters of Credit denominated
in a Foreign Currency, all payments by the Borrowers hereunder shall be made to the Applicable
Administrative Agent, for the account of the respective Lenders to which such payment is owed in
Dollars and in Same Day Funds. Except as otherwise expressly provided herein, all payments by the
Borrowers hereunder with respect to principal and interest on Advances denominated in a Foreign
Currency and Letter of Credit Obligations on Letters of Credit denominated in a Foreign Currency
shall be made to the Applicable Administrative



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Agent, for the account of the respective Lenders to which such payment is owed, in such
Foreign Currency and in Same Day Funds. If, for any reason, any Borrower is prohibited by any
Legal Requirement from making any required payment hereunder in a Foreign Currency, such Borrower
shall make such payment in Dollars in the Dollar Equivalent of the Foreign Currency payment amount.
Subject to Section 2.6(c), each payment of any Advance pursuant to this Section or any other
provision of this Agreement shall be made in a manner such that all Advances comprising part of the
same Borrowing are paid in whole or ratably in part.




     (b) Payments by Borrowers; Presumptions by Administrative Agents. Unless the
Applicable Administrative Agent shall have received notice from the Applicable Borrower prior to
the date on which any payment is due to the Applicable Administrative Agent for the account of the
applicable Lenders or the Issuing Lenders hereunder that the Applicable Borrower will not make such
payment, the Applicable Administrative Agent may assume that the Applicable Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the Issuing Lenders, as the case may be, the amount due. In such event, if the
Applicable Borrower has not in fact made such payment, then each of the applicable Lenders or the
Issuing Lenders, as the case may be, severally agrees to repay to the Applicable Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in Same Day
Funds 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 Administrative Agent, at the Overnight
Rate. A notice of the Applicable Administrative Agent to any Lender or Applicable Borrower with
respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Payment Procedures. The Borrowers shall make each payment of any amount under this
Agreement and under any other Credit Document not later than 11:00 a.m. (Houston, Texas time or
Calgary, Alberta Canada time, as applicable) on the day when due to the Applicable Administrative
Agent at the Applicable Administrative Agent’s (or such other location as the Applicable
Administrative Agent shall designate in writing to the Applicable Borrower) in Same Day Funds.
Without limiting the generality of the foregoing, the US Administrative Agent may require that any
payments due under this Agreement under the US Facilities be made in the United States and the
Canadian Administrative agent may require that any payments due under this Agreement under the
Canadian Facilities be made in Canada. The Applicable Administrative Agent will promptly
thereafter, and in any event prior to the close of business on the day any timely payment is made,
cause to be distributed like funds relating to the payment of principal, interest or fees ratably
(other than amounts payable solely to any specific Lender Party pursuant to Sections 2.4, 2.11,
2.12, 2.13, 2.15, and 9.1 but after taking into account payments effected pursuant to Section 2.15)
in accordance with each Lender’s Applicable Percentage to the Lenders for the account of their
respective Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon receipt of other amounts due solely to the US
Administrative Agent, US Issuing Lender, US Swingline Lender, Canadian Administrative Agent,
Canadian Issuing Lender, Canadian Swingline Lender, or a specific Lender, the Applicable
Administrative Agent shall distribute such amounts to the appropriate party to be applied in
accordance with the terms of this Agreement.



     (d) Non-Business Day Payments. Whenever any payment shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
fees, as the case may be; provided that if such extension would cause payment of interest
on or principal of Eurocurrency Advances or B/A Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.



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     (e) Computations. All computations of interest and fees shall be made by the
Applicable Administrative Agent on the basis of a year of 365/366 days for Base Rate Advances based
on the Adjusted Base Rate or the Canadian Base Rate and a year of 360 days for all other interest
and fees, in each case for the actual number of days (including the first day, but excluding the
last day) occurring in the period for which such interest or fees are payable. Each determination
by the Applicable Administrative Agent of an amount of interest or fees shall be conclusive and
binding for all purposes, absent manifest error. For purposes of the Interest Act (Canada) and
disclosure thereunder, the annual rates of interest to which the rates determined in accordance
with the provisions hereof on the basis of a period of calculation less than a year are equivalent,
are the rates so determined (a) multiplied by the actual number of days in the one year period
beginning on the first day of the period of calculation, and (b) divided by the number of days in
the period of calculation. The principle of deemed reinvestment of interest shall not apply to any
interest calculation under this Agreement; all interest payments to be made hereunder shall be paid
without allowance or deduction for deemed reinvestment or otherwise. The rates of interest
specified in this Agreement are intended to be nominal rates and not effective rates. Interest
calculated hereunder shall be calculated using the nominal rate method and not the effective rate
method of calculation.



     (f) Sharing of Payments, Etc.




     (i) Each Canadian Lender agrees that if it shall, through the exercise of a right of
banker’s lien, setoff or counterclaim against a Borrower or any other Credit Party, or pursuant
to a secured claim or other security or interest arising from, or in lieu of, such secured
claim, received by such Canadian Lender under any applicable Debtor Relief Law or otherwise, or
by any other means, obtain payment (voluntary or involuntary) in respect of any Canadian Advance
or the participations in the Canadian Letter of Credit Obligations or in the Canadian Swingline
Advances held by it, as a result of which the unpaid portion of its Canadian Advances shall be
proportionately less than the unpaid portion of the Canadian Advances or the participations in
the Canadian Letter of Credit Obligations or in the Canadian Swingline Advances held by it of
any other Canadian Lender, it shall be deemed simultaneously to have purchased from such other
Canadian Lender at face value, and shall promptly pay to such other Canadian Lender the purchase
price for, a participation in the Canadian Advances, the participations in the Canadian Letter
of Credit Obligations and in the Canadian Swingline Advances held by it of such other Canadian
Lender, so that the aggregate unpaid amount of the Canadian Advances and participations in
Canadian Advances, Canadian Letter of Credit Obligations and Canadian Swingline Advances held by
each Canadian Lender shall be in the same proportion to the aggregate unpaid amount of all
Canadian Advances, Canadian Letter of Credit Obligations and Canadian Swingline Advances then
outstanding as the amount of its Canadian Advances, and participations in Canadian Letter of
Credit Obligations and Canadian Swingline Advances prior to such exercise of banker’s lien,
setoff or counterclaim or other event was to the amount of all Canadian Advances and
participations in Canadian Letter of Credit Obligations and Canadian Swingline Advances,
outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event;
provided, however, that if any such purchase or purchases or adjustments shall be made pursuant
to this Section 2.14(f)(i) and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest.




     (ii) Each US Lender agrees that if it shall, through the exercise of a right of banker’s
lien, setoff or counterclaim against a Borrower or any other Credit Party, or pursuant to a
secured claim or other security or interest arising from, or in lieu of, such secured claim,
received by such US Lender under any applicable Debtor Relief Law or otherwise, or by any other
means, obtain payment (voluntary or involuntary) in respect of any US Advance or the
participations in the US Letter of Credit Obligations or in the US Swingline Advances held by
it, as a result of which the unpaid



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portion of its US Advances shall be proportionately less than the unpaid portion of the US
Advances or the participations in the US Letter of Credit Obligations or in the US Swingline
Advances held by it of any other US Lender, it shall be deemed simultaneously to have purchased
from such other US Lender at face value, and shall promptly pay to such other US Lender the
purchase price for, a participation in the US Advances, the participations in the US Letter of
Credit Obligations and in the US Swingline Advances held by it of such other US Lender, so that
the aggregate unpaid amount of the US Advances and participations in US Advances, US Letter of
Credit Obligations and US Swingline Advances held by each US Lender shall be in the same
proportion to the aggregate unpaid amount of all US Advances, US Letter of Credit Obligations
and US Swingline Advances then outstanding as the amount of its US Advances, and participations
in US Letter of Credit Obligations and US Swingline Advances prior to such exercise of banker’s
lien, setoff or counterclaim or other event was to the amount of all US Advances and
participations in US Letter of Credit Obligations and US Swingline Advances, outstanding prior
to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however,
that if any such purchase or purchases or adjustments shall be made pursuant to this Section
2.14(f)(ii) and the payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and the purchase
price or prices or adjustment restored without interest.


Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



Section 2.15 Taxes. Any and all payments by or on account of any obligation of the
respective Borrowers hereunder or under any other Credit Document shall be made free and clear of
and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided
that if the Applicable Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any 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) the applicable Administrative Agent, Lender or Issuing
Lender, as the case may be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.




     (a) Payment of Other Taxes by the Borrowers. Without limiting the provisions of the
terms set forth in this Section above, each Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.



     (b) Indemnification by the Borrowers. The Canadian Borrower shall, and does hereby,
indemnify the Canadian Administrative Agent, each Canadian Lender and the Canadian Issuing Lender,
and the US Borrower shall, and does hereby, indemnify the US Administrative Agent, each US Lender
and the US Issuing Lender, in any case, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by the such Administrative
Agent, such Lender or such Issuing Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, except as a result of the gross
negligence or willful misconduct of such Administrative Agent, such Lender or such Issuing Lender,
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 delivered to a Borrower by a Lender or an Issuing Lender (with a copy to the



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Applicable Administrative Agent), or by the Applicable Administrative Agent on its own behalf
or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error.




     (c) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to
the Applicable Administrative Agent the original or a certified copy of any available receipt
issued by such Governmental Authority evidencing such payment, a copy of the return (if any)
reporting such payment or other evidence of such payment.



     (d) Status of Lenders.




     (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments hereunder or under any
other Credit Document shall deliver to the Applicable Borrower (with a copy to the Applicable
Administrative Agent), prior to the Closing Date (or upon becoming a Lender by assignment or
participation) and at any time or times prescribed by applicable law or reasonably requested by
the Applicable Borrower or the Applicable Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if requested
by the Applicable Borrower or the Applicable Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Applicable Borrower or
the Applicable Administrative Agent as will enable such Borrower or such Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting
requirements.




     (ii) Without limiting the generality of the foregoing, in the event that a Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver to the US
Borrower and the US Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the US Borrower or the US
Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:




     (A) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,




     (B) duly completed copies of Internal Revenue Service Form W-8ECI,




     (C) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect
that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Applicable Borrower
within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed
copies of Internal Revenue Service Form W-8BEN, or




     (D) Any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Company to determine the withholding or deduction
required to be made.



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     (iii) Without limiting the obligations of the Lenders set forth above regarding delivery of
certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes,
each Lender agrees promptly to deliver to the Applicable Administrative Agent or the Applicable
Borrower, as the Applicable Administrative Agent or the Applicable Borrower shall reasonably
request, on or prior to the Closing Date, and in a timely fashion thereafter, such other
documents and forms required by any relevant taxing authorities under any Legal Requirement of
any other jurisdiction, duly executed and completed by such Lender, as are required under such
Legal Requirements to confirm such Lender’s entitlement to any available exemption from, or
reduction of, applicable withholding taxes in respect of all payments to be made to such Lender
outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such
Lender’s status for withholding tax purposes in such other jurisdiction.




     (iv) Each Lender shall promptly (i) notify the Applicable Administrative Agent of any
change in circumstances which would modify or render invalid any such claimed exemption or
reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Legal Requirements
of any such jurisdiction that any Borrower make any deduction or withholding for taxes from
amounts payable to such Lender.



     (e) Treatment of Certain Refunds. If any Lender Party determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Borrower or with respect to which any Borrower has paid additional amounts
pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by such Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of such Administrative Agent, such Lender or such Issuing Lender, as the
case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that each Borrower, upon the request of
such Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over
to such Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to such Administrative Agent, such Lender or such Issuing Lender in the
event such Administrative Agent, such Lender or such Issuing Lender is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to require any
Lender Party to make available its tax returns (or any other information relating to its taxes that
it deems confidential) to any Borrower or any other Person.



     (f) Special Provisions with respect to Canadian Lenders. Notwithstanding anything
herein to the contrary, so long as no Default exists, each Canadian Lender, the Canadian
Administrative Agent, the Canadian Issuing Lender and Canadian Swingline Lender (each a
“Canadian Lender Party”) shall be a resident of Canada for the purposes of the ITA in that
it shall either be incorporated under the laws of Canada or a province thereof or be an “authorized
foreign bank” as defined under the ITA that will receive all amounts paid or credited to it with
respect to the Canadian Facilities in respect of its “Canadian banking business” for the purposes
of the ITA (a “Canadian Resident Lender”). In the event that a Canadian Lender Party does
not qualify as a Canadian Resident Lender, the Canadian Lender Party shall deliver to the Canadian
Borrower and the Canadian Administrative Agent on the date on which such Canadian Lender Party
becomes a Canadian Lender Party hereunder or otherwise does not qualify as a Canadian Resident
Lender, notice that it is not a Canadian Resident Lender. It is acknowledged that there may be
Canadian tax imposed under Part XIII of the ITA (“Canadian Withholding Tax”) on any
payments as, on account or in lieu of payment of, or in satisfaction of, interest and other fees
paid by the Canadian Borrower with respect to the Canadian Facilities to persons who are not
Canadian Resident Lenders (such payments a “Taxable Payment”). So long as no Default
exists, the Canadian Borrower and the Canadian Administrative Agent shall have no obligation to
make any additional or increased payment



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under this Agreement in respect of any Canadian Withholding Tax on a Taxable Payment, and the
Canadian Borrower shall be entitled to deduct and remit to the proper Canadian taxing authorities
any Canadian Withholding Tax on any Taxable Payment. For greater certainty, so long as no Default
exists, Indemnified Taxes and Other Taxes in this Section 2.15 shall not include any Canadian
Withholding Taxes.



Section 2.16 Replacement of Lenders. Mitigation Obligations; Replacement of Lenders.




     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 2.13, or requires a Borrower to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15, or suspends its
obligation to continue, or Convert Advances into, Eurocurrency Advances pursuant to Section
2.6(c)(vii) or Section 2.11, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Credit Extensions hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13 or 2.15, as the case may be, in the future or if applicable, would
avoid the effect of Section 2.6(c)(vii) or Section 2.11, (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



     (b) Replacement of Lenders. If any Lender requests compensation under Section 2.13,
or if a Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, or if any Lender suspends its
obligation to continue, or Convert Advances into, Eurocurrency Advances pursuant to Section
2.6(c)(vii) or Section 2.11, or if any Lender defaults in its obligation to fund Advances
hereunder, then the Applicable Borrower may, at its sole expense and effort, upon notice to such
Lender and the Applicable Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 9.6), all of its interests, rights and obligations under this Agreement and the related
Credit Documents to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:




     (i) the Applicable Borrower shall have paid to the Applicable Administrative Agent the
assignment fee specified in Section 9.6;




     (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and participations in outstanding Letter of Credit Obligations and
funded participations in outstanding Swingline Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Credit Documents (including
any amounts under Section 2.12) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts);




     (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will
result in a reduction in such compensation or payments thereafter; and




     (iv) such assignment does not conflict with applicable Legal Requirements.


A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Applicable Borrower
to require such assignment and delegation cease to apply.




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ARTICLE III

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS



Section 3.1 Conditions Precedent to Initial Credit Extension. The obligation of each
Issuing Lender, each Swingline Lender and each Lender to make its initial Credit Extension
hereunder (including a deemed issuance of an Existing Letter of Credit) is subject to satisfaction
of the following conditions precedent:




     (a) Documentation. The US Administrative Agent shall have received the following,
duly executed by all the parties thereto, in form and substance reasonably satisfactory to the US
Administrative Agent and the Lenders:




     (i) this Agreement and all attached Exhibits and Schedules;




     (ii) the Notes payable to the order of each applicable Lender, as requested by such Lender;




     (iii) the US Subsidiary Guaranty and the Canadian Guaranty;




     (iv) the US Security Agreement and the Canadian Security Agreement, together with
appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with
the appropriate authorities and any other documents, agreements, or instruments necessary to
create, perfect or maintain an Acceptable Security Interest in the Collateral described in such
Security Agreements;




     (v) the US Pledge Agreement together with stock powers executed in blank, UCC-1 and UCC-3
financing statements, if any, necessary or desirable for filing with the appropriate authorities
and any other documents, agreements, or instruments necessary to create, perfect or maintain an
Acceptable Security Interest in the Collateral described in the such Pledge Agreement;




     (vi) Mortgages granting an Acceptable Security Interest in properties constituting Material
Real Properties;




     (vii) evidence that the Applicable Administrative Agent has an Acceptable Security Interest
in the Collateral;




     (viii) certificates of insurance covering the Company’s or its Subsidiaries’ Properties
with such insurance carriers, for such amounts and covering such risks that are acceptable to
the US Administrative Agent and naming the applicable Administrative Agent as loss payee and
additional insured as required under Section 5.3;




     (ix) a certificate from an authorized officer of the Company dated as of the Closing Date
stating that as of such date (A) all representations and warranties of the Company set forth in
this Agreement are true and correct in all material respects and (B) no Default has occurred and
is continuing;




     (x) (A) a secretary’s certificate from each Credit Party (other than a Foreign Credit
Party) certifying such Person’s (i) officers’ incumbency, (ii) authorizing resolutions, (iii)
organizational documents, and (iii) governmental approvals, if any, with respect to the Credit
Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from
each Foreign Credit Party certifying such organizational matters and documents as may be
requested by the Canadian Administrative Agent;



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     (xi) certificates of good standing for each Credit Party (other than Foreign Subsidiary
Guarantors that are not Canadian entities) in (a) the state, province or territory in which each
such Person is organized and (b) each state, province or territory in which such good standing
is necessary except where the failure to be in good standing could not reasonably be expected to
result in a Material Adverse Change, which certificates shall be dated a date not earlier than
30 days prior to Effective Date;




     (xii) a legal opinion of Vinson & Elkins L.L.P. outside counsel to the Credit Parties, in
form and substance reasonably acceptable to the US Administrative Agent;




     (xiii) a legal opinion of solicitors of each Credit Party domiciled in Canada or any
province thereof in form and substance reasonably acceptable to the Administrative Agents;




     (xiv) copies, certified by an authorized officer of the Company, of all of the Combination
Documents, together with all amendments, modifications or waivers thereto in effect on the
Effective Date; and




     (xv) such other documents, governmental certificates, agreements, and lien searches as any
Lender Party may reasonably request.



     (b) Consents; Authorization; Conflicts. Each Borrower shall have received any
consents, licenses and approvals required in accordance with all Legal Requirements, or in
accordance with any document, agreement, instrument or arrangement to which such Borrower, or any
of its Subsidiaries is a party, in connection with the execution, delivery, performance, validity
and enforceability of this Agreement and the other Credit Documents. In addition, each Borrower
and its Subsidiaries shall have all such material consents, licenses and approvals required in
connection with the continued operation of such Borrower and its Subsidiaries, and such approvals
shall be in full force and effect, and all applicable waiting periods shall have expired without
any action being taken or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on this Agreement and the actions contemplated hereby.



     (c) Representations and Warranties. The representations and warranties contained in
Article IV and in each other Credit Document shall be true and correct in all material respects on
and as of the Closing Date before and after giving effect to the initial Borrowings or issuance (or
deemed issuance) of Letters of Credit and to the application of the proceeds from such Borrowing,
as though made on and as of such date.



     (d) Payment of Fees. The Borrowers shall have paid the fees and expenses required to
be paid as of the Closing Date by Sections 2.9(e) and 9.1 and the Fee Letter.



     (e) Other Proceedings. No action, suit, investigation or other proceeding (including,
without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator
or any Governmental Authority shall be threatened or pending and no preliminary or permanent
injunction or order by a state or federal court shall have been entered (i) in connection with this
Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the
US Administrative Agent or the Canadian Administrative Agent, could reasonably be expected to
result in a Material Adverse Change.



     (f) Other Information. The US Administrative Agent shall have received, in form and
substance reasonably satisfactory to it, all other reports, documents, and such other instruments
or certifications as it may reasonably request.



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     (g) Material Adverse Change. No event or circumstance that could reasonably be
expected to result in a material adverse change in the business, condition (financial or
otherwise), prospects, or results of operations of the Company and its Subsidiaries, taken as a
whole, shall have occurred since December 31, 2004.



     (h) No Default. No Default shall have occurred and be continuing.



     (i) Solvency. The US Administrative Agent shall have received a certificate in form
and substance reasonably satisfactory to the US Administrative Agent from a senior financial
officer of the Company and each other Credit Party certifying that, before and after giving effect
to the initial Borrowings made hereunder, each Credit Party is Solvent (assuming with respect to
each Credit Party that is a Guarantor, that the fraudulent conveyance savings language contained in
the Guaranty applicable to such Guarantor will be given full effect).



     (j) Landlord Agreements. The US Administrative Agent shall have received the landlord
lien waivers or subordination agreements required pursuant to Section 5.10.



     (k) Delivery of Financial Statements. The US Administrative Agent shall have received
(i) true and correct copies of the consolidated financial statements of (A) IPS and its
Subsidiaries, (B) CES and its Subsidiaries, and (C) I.E. Miller and its Subsidiaries, in each case
for the fiscal quarter ended June 30, 2005 and including statements of income, retained earnings,
changes in equity and cash flow for such period as well as a balance sheet as of the end of such
period and prepared in accordance with GAAP, and (ii) copies of the pro forma unaudited
consolidated financial statements for the Company and its Subsidiaries giving effect to the
transactions effected by the Combination Documents for the period covered thereby and including
statements of income for such period as well as a balance sheet as of the end of such period.



     (l) Combination Documents. Each of the Combination Documents are in substance
reasonably satisfactory to the US Administrative Agent, has been executed and all conditions to the
consummation and effectiveness thereof shall have been satisfied or waived.



     (m) Existing Credit Documents. The US Administrative Agent shall have received
sufficient evidence indicating that simultaneously with the making of the initial Advances
hereunder, (i) the obligations of the Credit Parties under the Existing Credit Agreement
(including, without limitation, any obligations of any Credit Party in respect of guaranties and
security agreements executed in connection with such Existing Credit Agreements) shall have been
terminated, and (ii) acceptable provisions have been made for the termination of the Liens securing
the same.



     (n) Debt Rating. The Company shall have received debt credit rating for the loans
made under the Term B Facility and the Revolving Facility from S&P and Moody’s.



     (o) Notice of Borrowing. The Applicable Administrative Agent shall have received a
Notice of Borrowing from the applicable Borrower, with appropriate insertions and executed by a
duly authorized officer of such Borrower.


Section 3.2 Conditions Precedent to Each Subsequent Credit Extension. The obligation of
each Lender to make any Credit Extension on the occasion of each Borrowing (excluding the initial
Borrowing), the obligation of each Issuing Lender to make any Credit Extension (excluding the
deemed issuance of the Existing Letters of Credit) and the obligation of each Swingline Lender to
make Swingline Advances, in any such case, shall be subject to the further conditions precedent
that on the date of such Borrowing or such Credit Extension:




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     (a) Representations and Warranties. As of the date of the making of such Credit
Extension, the representations and warranties made by any Credit Party or any officer of any Credit
Party contained in the Credit Documents shall be true and correct in all material respects on such
date, except that any representation and warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date and each request for the
making of any Credit Extension and the making of such Credit Extension shall be deemed to be a
reaffirmation of such representations and warranties.



     (b) Event of Default. As of the date of the Credit Extension, there shall exist no
Default or Event of Default, and the making of such Credit Extension would not cause a Default or
Event of Default.


Section 3.3 Determinations Under Sections 3.1 and 3.2. For purposes of determining
compliance with the conditions specified in Sections 3.1 and 3.2, each Lender 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 the Lenders
unless an officer of the US Administrative Agent responsible for the transactions contemplated by
the Credit Documents shall have received written notice from such Lender prior to the Credit
Extensions hereunder specifying its objection thereto and such Lender shall not have made available
to the Applicable Administrative Agent such Lender’s Credit Extension.




ARTICLE IV

REPRESENTATIONS AND WARRANTIES




     The Company represents and warrants as follows:


Section 4.1 Organization. Each Credit Party is duly and validly organized and existing and
in good standing under the laws of its jurisdiction of incorporation or formation and is authorized
to do business and is in good standing in all jurisdictions in which such qualifications or
authorizations are necessary except where the failure could not reasonably be expected to result in
a Material Adverse Change. Each Credit Party’s type of organization and jurisdiction of
incorporation or formation are set forth on Schedule 4.1.



Section 4.2 Authorization. The execution, delivery, and performance by each Credit Party
of each Credit Document to which such Credit Party is a party and the consummation of the
transactions contemplated thereby (a) are within such Credit Party’s powers, (b) have been duly
authorized by all necessary corporate, limited liability company or partnership action, (c) do not
contravene any articles or certificate of incorporation or bylaws, partnership or limited liability
company agreement binding on or affecting such Credit Party, (d) do not contravene any law or any
contractual restriction binding on or affecting such Credit Party, (e) do not result in or require
the creation or imposition of any Lien prohibited by this Agreement, and (f) do not require any
authorization or approval or other action by, or any notice or filing with, any Governmental
Authority. At the time of each Credit Extension, such Credit Extension and the use of the proceeds
of such Credit Extension are within the Applicable Borrower’s corporate powers, are been duly
authorized by all necessary corporate action, don’t contravene (i) such Borrower’s articles or
certificate (as applicable) of incorporation or bylaws or (ii) any law or any contractual
restriction binding on or affecting such Borrower, will not result in or require the creation or
imposition of any Lien prohibited by this Agreement, and do not require any authorization or
approval or other action by, or any notice or filing with, any Governmental Authority.



Section 4.3 Enforceability. The Credit Documents have each been duly executed and
delivered by each Credit Party that is a party thereto and each Credit Document constitutes the
legal, valid, and binding obligation of each Credit Party that is a party thereto enforceable in
accordance with its terms, except as




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limited by applicable Debtor Relief Laws or similar laws at the time in effect affecting the rights
of creditors generally and to the effect of general principles of equity whether applied by a court
of law or equity.



Section 4.4 Financial Condition.




     (a) The Company has delivered to the Lenders (i) the combined unaudited financial statements
for CES and its Subsidiaries dated as of June 30, 2005 for the fiscal quarter ending thereon, (ii)
the combined unaudited financial statements for IPS and its Subsidiaries dated as of June 30, 2005
for the fiscal quarter ending thereon, (iii) the combined unaudited financial statements for I.E.
Miller and its Subsidiaries dated as of June 30, 2005 for the fiscal quarter ending thereon, and
(iv) pro forma unaudited consolidated financial statements of the Company and its Subsidiaries
giving effect to the transactions contemplated by the Combination Documents for the period covered
thereby. The financial statements referred to in the preceding clauses (i), (ii) and (iii) are
true and correct in all material respects and present fairly the consolidated financial condition
of the aforementioned Persons as of the respective dates thereof. As of the date of the financial
statements referred in the preceding clauses (i), (ii) and (iii), there were no material contingent
obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or
anticipated losses of the applicable Persons, except as disclosed therein and adequate reserves for
such items have been made in accordance with GAAP. All projections, estimates, and pro forma
financial information furnished by the Borrowers were prepared on the basis of assumptions, data,
information, tests, or conditions believed to be reasonable at the time such projections,
estimates, and pro forma financial information were furnished, but the Credit Parties do not
represent and warrant that such projections, estimates or pro forma information is (or will
ultimately prove to have been) accurate.



     (b) Since December 31, 2004, no event or condition has occurred that could reasonably be
expected to result in Material Adverse Change.


Section 4.5 Ownership and Liens; Real Property. Each Borrower and each Subsidiary (a) has
good and marketable title to, or a valid and subsisting leasehold interest in, all material real
Property, and good title to all personal Property, used in its business, and (b) none of the
Property owned or leased by a Borrower or a Subsidiary is subject to any Lien except Permitted
Liens.



Section 4.6 True and Complete Disclosure. All written factual information (whether
delivered before or after the date of this Agreement) prepared by or on behalf of a Borrower or a
Subsidiary and furnished to any Lender Party for purposes of or in connection with this Agreement,
any other Credit Document or any transaction contemplated hereby or thereby is true and accurate in
all material respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such information (taken as a
whole) not materially misleading at such time. There is no fact known to any officer of a Borrower
on the date of this Agreement that has not been disclosed to the Administrative Agents that could
reasonably be expected to result in a Material Adverse Change.



Section 4.7 Litigation. There are no actions, suits, or proceedings pending or, to each
Borrower’s knowledge, threatened against a Borrower or any Subsidiary, at law, in equity, or in
admiralty, or by or before any Governmental Authority, which could reasonably be expected to result
in a Material Adverse Change. Additionally, except as disclosed in writing to the Lender Parties,
there is no pending or, to the best of the knowledge of each Borrower, threatened action or
proceeding instituted against any Borrower or any of Subsidiary which seeks to adjudicate any
Borrower or any Subsidiary as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee or other




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similar official for it or for any substantial part of its Property; provided that this Section 4.7
does not apply with respect to Environmental Claims.



Section 4.8 Compliance with Agreements.




     (a) Neither Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement
or any lease or any other types of agreement or instrument or subject to any charter or corporate
restriction or provision of applicable law or governmental regulation the performance of or
compliance with which could reasonably be expected to cause a Material Adverse Change. Neither
Borrower nor any Subsidiary is in default under or with respect to any contract, agreement, lease
or any other types of agreement or instrument to which such Borrower or such Subsidiary is a party
and which could reasonably be expected to cause a Material Adverse Change.



     (b) No Default has occurred and is continuing. Additionally, no event of default under any
financing agreement which would constitute an Event of Default under Section 7.1(f) has occurred
and is continuing.


Section 4.9 Pension Plans. (a) Except for matters that could not reasonably be expected to
result in a Material Adverse Change, all Plans are in compliance in all material respects with all
applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that
would result in an Event of Default under Section 7.1(i), and, except for matters that could not
reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been
administered in all material respects in accordance with applicable provisions of ERISA and the
Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred
with respect to any Plan and there has been no excise tax imposed upon any Borrower or any
Subsidiary under Section 4971 of the Code, (d) to the knowledge of each Borrower, except for
matters that could not reasonably be expected to result in a Material Adverse Change, no Reportable
Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied
with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the
present value of all benefits vested under each Plan (based on the assumptions used to fund such
Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the
assets of such Plan allocable to such vested benefits in an amount that could reasonably be
expected to result in a Material Adverse Change, (f) neither Borrower nor any member of the
Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which
there is any unsatisfied withdrawal liability that could reasonably be expected to result in a
Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters
that could not reasonably result in a Material Adverse Change, as of the most recent valuation date
applicable thereto, neither Borrower nor any member of the Controlled Group would become subject to
any liability under ERISA if any Borrower or any Subsidiary has received notice that any
Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of
this Agreement and current factual circumstances, neither Borrower has any reason to believe that
the annual cost during the term of this Agreement to any Borrower or any Subsidiary for
post-retirement benefits to be provided to the current and former employees of any Borrower or any
Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could,
in the aggregate, reasonably be expected to cause a Material Adverse Change.



Section 4.10 Environmental Condition.




     (a) Permits, Etc. The Credit Parties (i) have obtained all material Environmental
Permits necessary for the ownership and operation of their respective Properties and the conduct of
their respective businesses; (ii) except as set forth in Schedule 4.10, have at all times been and
are in material compliance with all terms and conditions of such Permits and with all other
material requirements of applicable



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Environmental Laws; (iii) have not received written notice of any material violation or
alleged material violation of any Environmental Law or Environmental Permit; and (iv) are not
subject to any actual or contingent Environmental Claim which could reasonably be expected to cause
a Material Adverse Change.




     (b) Certain Liabilities. Except as set forth on Schedule 4.10, to each Borrower’s
best knowledge, none of the present or previously owned or operated Property of any Credit Party or
of any of their former Subsidiaries, wherever located, (i) has been placed on or proposed to be
placed on the National Priorities List, the Comprehensive Environmental Response Compensation
Liability Information System list, or their state or local analogs, or have been otherwise
investigated, designated, listed, or identified as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, or other response activity under any Environmental
Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that
attaches to any revenues or to any Property owned or operated by any Credit Party or any
Subsidiary, wherever located, which could reasonably be expected to cause a Material Adverse
Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from
present or past operations which has caused at the site or at any third-party site any condition
that has resulted in or could reasonably be expected to result in the need for Response that could
cause a Material Adverse Change.



     (c) Certain Actions. Without limiting the foregoing, (i) all notices have been
properly filed, and no further action is required under current applicable Environmental Law as to
each Response or other restoration or remedial project undertaken by any Borrower, any of
Subsidiary, or any Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or
formerly owned or operated Property except where the failure to do so could not reasonably be
expected to cause a Material Adverse Change and (ii) the present and, to each Borrower’s best
knowledge, future liability, if any, of any Borrower or of any Subsidiary which could reasonably be
expected to arise in connection with requirements under Environmental Laws will not result in a
Material Adverse Change.


Section 4.11 Subsidiaries. Neither Borrower has any Subsidiaries other than those listed
on Schedule 4.11. Each Subsidiary, to the extent required, has complied with the requirements of
Section 5.6.



Section 4.12 Investment Company Act. Neither Borrower nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. Neither Borrower nor any Subsidiary is subject to regulation
under any Federal or state statute, regulation or other Legal Requirement which limits its ability
to incur Debt.



Section 4.13 Public Utility Holding Company Act. Neither Borrower nor any Subsidiary is a
“holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a
“holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the
Public Utility Holding Company Act of 1935, as amended, any rule or regulation promulgated
thereunder or any order or interpretation of the SEC issued pursuant thereto.



Section 4.14 Taxes. Proper and accurate (in all material respects), federal, state, local
and foreign tax returns, reports and statements required to be filed (after giving effect to any
extension granted in the time for filing) by any Borrower, any Subsidiary, or any member of the
Affiliated Group as determined under Section 1504 of the Code (hereafter collectively called the
“Tax Group”) have been filed with the appropriate Governmental Authorities, and all Taxes
(which are material in amount) shown to be due and payable on such tax returns have been timely
paid prior to the date on which any fine, penalty, interest, late charge or loss may be added
thereto for non-payment thereof except where contested in good faith and by appropriate proceeding
and for which full or adequate provisions therefor is included on the books of the appropriate
member of the Tax Group. Neither Borrower nor any member of the Tax Group has




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given, or been requested to give, a waiver of the statute of limitations relating to the payment of
any Taxes. Proper and accurate amounts have been withheld (including withholdings from employee
wages and salaries relating to income tax, employment insurance and Canadian Benefit Plans
contributions) by each Borrower and all other members of the Tax Group from their employees for all
periods to comply in all material respects with the tax, social security and unemployment
withholding provisions of applicable federal, state, local and foreign law. Timely payment of all
material sales and use taxes required by applicable law have been made by each Borrower and all
other members of the Tax Group.



Section 4.15 Permits, Licenses, etc. Each Borrower and each Subsidiary possesses all
permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names
rights, and copyrights which are material to the conduct of its business. Each Borrower and each
Subsidiary manages and operates its business in accordance with all applicable Legal Requirements
except where the failure to so manage or operate could not reasonably be expected to result in a
Material Adverse Change; provided that this Section 4.15 does not apply with respect to
Environmental Permits.



Section 4.16 Use of Proceeds. The proceeds of the Credit Extensions will be used by the
Borrowers for the purposes described in Section 6.6. Neither Borrower is engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U). No proceeds of any Advance will be used to purchase or carry any margin stock in
violation of Regulation T, U or X.



Section 4.17 Condition of Property; Casualties. The material Properties used or to be used
in the continuing operations of any Borrower or any Subsidiary, are in good working order and
condition, normal wear and tear excepted. Neither the business nor the material Properties of each
Borrower and each Subsidiary has been affected as a result of any fire, explosion, earthquake,
flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or
taking of Property or cancellation of contracts, permits or concessions by a Governmental
Authority, riot, activities of armed forces or acts of God or of any public enemy, which effect
could reasonably be expected to cause a Material Adverse Change.



Section 4.18 Insurance. Each Borrower and each Subsidiary carry insurance (which may be
carried by the Company on a consolidated basis) with reputable insurers in respect of such of their
respective Properties, in such amounts and against such risks as is customarily maintained by other
Persons of similar size engaged in similar businesses or, self-insure to the extent that is
customary for Persons of similar size engaged in similar businesses.



Section 4.19 Labor Agreements. Except as disclosed in Schedule 4.19, no Credit Party has
any contracts with any labor union or employee association nor made commitments to or conducted
negotiations with any labor union or employee association with respect to any future agreements,
and no Credit Party is aware of any current attempts to organize or establish any such labor union
or employee association.




ARTICLE V

AFFIRMATIVE COVENANTS




     So long as any Obligation shall remain unpaid, any Lender shall have any Commitment hereunder,
or there shall exist any Letter of Credit Exposure, the Company agrees to comply with the following
covenants.


Section 5.1 Organization. The Company shall, and shall cause each Subsidiary to, preserve
and maintain its partnership, limited liability company or corporate existence, rights, franchises
and privileges




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in the jurisdiction of its organization, and qualify and remain qualified as a foreign business
entity in each jurisdiction in which qualification is necessary or desirable in view of its
business and operations or the ownership of its Properties and where failure to qualify could
reasonably be expected to cause a Material Adverse Change; provided, however, that nothing
herein contained shall prevent any transaction permitted by Section 6.7 or Section 6.8.



Section 5.2 Reporting.




     (a) Annual Financial Reports. The Company shall provide, or shall cause to be
provided, to the Administrative Agents with sufficient copies for the Lenders, as soon as
available, but in any event within 120 days (or after the Offering, no more than five days after
such shorter time period as may be required under Securities Law for the filing of its Form 10-K)
after the end of each fiscal year of the Company commencing with the fiscal year ended December 31,
2005, the unqualified audited annual Financial Statements (which the parties hereto acknowledge
will include unaudited consolidating statements), all prepared in conformity with GAAP consistently
applied and all as audited (other than the consolidating statements) by Grant Thornton or other
certified public accountants reasonably acceptable to the US Administrative Agent and including any
management letters delivered by such accountants to the Company in connection with such audit
together with a duly completed Compliance Certificate that shall include a certification by an
authorized financial officer of the Company that no Default has occurred and is continuing.



     (b) Quarterly Financial Reports. The Company shall provide to the Administrative
Agents with sufficient copies for the Lenders, as soon as available, but in any event within 45
days (or after the Offering, no more than five days after such shorter time period as may be
required under Securities Law for the filing of its Form 10-K) after the end of each of the first
three fiscal quarters of each fiscal year of the Company: (i) an internally prepared Financial
Statement as of the close of such fiscal quarter, (ii) a comparison of such balance sheet and the
related consolidated and consolidating statements of income, retained earnings, and cash flow to
the balance sheet and related consolidated and consolidating statements of income, retained
earnings, and cash flow for the corresponding fiscal period of the preceding fiscal year, (iii) for
the first fiscal quarter ending after the Closing Date, a year-to-date determination, with the
period beginning January 1, 2005, of its consolidated statements of income, retained earnings, and
cash flow, (iv) any other such items as either Administrative Agent may reasonably request, all of
which shall be certified as accurate by an authorized financial officer of the Company, and (v) a
duly completed Compliance Certificate that shall include a certification by an authorized financial
officer of the Company that no Default has occurred and is continuing.



     (c) Defaults. The Company shall provide to the Administrative Agents promptly, but in
any event within three Business Days after knowledge of the occurrence thereof, a notice of each
Default or Event of Default known to the Company or to any Subsidiary, together with a statement of
an officer of the Company setting forth the details of such Default or Event of Default and the
actions which the Company has taken and proposes to take with respect thereto.



     (d) Other Creditors. The Company shall provide to the Administrative Agents promptly
after the giving or receipt thereof, copies of any default notices given or received by US Borrower
or by any Subsidiary pursuant to the terms of any indenture, loan agreement, credit agreement, or
similar agreement evidencing or relating to Debt in a principal amount equal to or greater than
$5,000,000.



     (e) Litigation. The Company shall provide to the Administrative Agent promptly after
the commencement thereof, notice of all actions, suits, and proceedings before any Governmental
Authority, affecting the Company or any Subsidiary that could reasonably be expected to result in a
Material Adverse Change.



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     (f) Environmental Notices. Promptly upon, and in any event no later than 15 days
after, the receipt thereof, or the acquisition of knowledge thereof, by a Borrower or any
Subsidiary, the Company shall provide the Administrative Agents with a copy of any form of request,
claim, complaint, order, notice, summons or citation received from any Governmental Authority or
any other Person, (i) concerning violations or alleged violations of Environmental Laws, which
seeks to impose liability therefore in excess of $5,000,000, (ii) concerning any action or omission
on the part of any of the Credit Parties or any of their former Subsidiaries in connection with
Hazardous Waste or Hazardous Substances which could reasonably result in the imposition of
liability in excess of $5,000,000 or requiring that action be taken to respond to or clean up a
Release of Hazardous Substances or Hazardous Waste into the environment and such action or clean-up
could reasonably be expected to exceed $5,000,000, including without limitation any information
request related to, or notice of, potential responsibility under CERCLA, or (iii) concerning the
filing of a Lien (other than Permitted Lien) upon, against or in connection with a Borrower, any
Subsidiary, or any of their respective former Subsidiaries, or any of their leased or owned
Property, wherever located.



     (g) Material Changes. The Company shall provide to the Administrative Agents prompt
written notice of any condition or event of which the Company or any Subsidiary has knowledge,
which condition or event has resulted or may reasonably be expected to result in (i) a Material
Adverse Change or (ii) a breach of or noncompliance with any material term, condition, or covenant
of any material contract to which the Company or any Subsidiary is a party or by which their
Properties may be bound which breach or noncompliance could reasonably be expected to result in a
Material Adverse Change.



     (h) Termination Events. As soon as possible and in any event (i) within 30 days after
the Company or any member of the Controlled Group knows or has reason to know that any Termination
Event described in clause (a) of the definition of Termination Event with respect to any Plan has
occurred, and (ii) within 10 days after the Company or any member of the Controlled Group knows or
has reason to know that any other Termination Event with respect to any Plan has occurred, the
Company shall provide to the Administrative Agents a statement of an authorized officer of the
Company describing such Termination Event and the action, if any, which the Company or any
Affiliate of the Company proposes to take with respect thereto;



     (i) Termination of Plans. Promptly and in any event within five Business Days after
receipt thereof by a Borrower or any member of the Controlled Group from the PBGC, the Company
shall provide to the Administrative Agents copies of each notice received by the Company or any
such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a
trustee appointed to administer any Plan;



     (j) Other ERISA Notices. Promptly and in any event within five Business Days after
receipt thereof by the Company or any member of the Controlled Group from a Multiemployer Plan
sponsor, the Company shall provide to the Administrative Agents a copy of each notice received by
the Company or any member of the Controlled Group concerning the imposition or amount of withdrawal
liability imposed on the Company or any member of the Controlled Group pursuant to Section 4202 of
ERISA;



     (k) Other Governmental Notices. Promptly and in any event within five Business Days
after receipt thereof by the Company or any Subsidiary, the Company shall provide to the
Administrative Agents a copy of any notice, summons, citation, or proceeding seeking to modify in
any material respect, revoke, or suspend any material contract, license, permit, or agreement with
any Governmental Authority;



     (l) Disputes; etc. The Company shall provide to the Administrative Agents prompt
written notice of (i) any claims, legal or arbitration proceedings, proceedings before any
Governmental Authority, or disputes, or to the knowledge of the Company, any such actions
threatened, or affecting the Company or



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any Subsidiary, which, if adversely determined, could reasonably be expected to cause a
Material Adverse Change, or any material labor controversy of which the Company or any Subsidiary
has knowledge resulting in or reasonably considered to be likely to result in a strike against the
Company or any Subsidiary, and (ii) any claim, judgment, Lien or other encumbrance (other than a
Permitted Lien) affecting any Property of the Company or of any Subsidiary, if the value of the
claim, judgment, Lien, or other encumbrance affecting such Property shall exceed $5,000,000;




     (m) Annual Budget. Promptly and in any event within 90 days after the end of a fiscal
year (“Preceding Year”), the Company shall provide to the Administrative Agents with
sufficient copies for the Lenders, (i) the projected consolidated statements of income and retained
earnings, and (ii) the projected cash flow budget and operating budget, including the balance sheet
as of the end of the Preceding Year, for the Company and its Subsidiaries, in any case, for the
twelve month period immediately following the Preceding Year.



     (n) Other Information. Subject to the confidentiality provisions of Section 9.8, the
Company shall provide to the Administrative Agents such other information respecting the business,
operations, or Property of the Company or of any Subsidiary, financial or otherwise, as any Lender
through an Administrative Agent may reasonably request.


Section 5.3 Insurance.




     (a) The Company shall, and shall cause each Subsidiary to, with reputable insurers in respect
of such of their respective Properties, carry and maintain insurance in such amounts and against
such risks as is customarily maintained by other Persons of similar size engaged in similar
businesses or, self-insure to the extent that is customary for Persons of similar size engaged in
similar businesses. In addition, the Company and its Subsidiaries shall comply with all
requirements regarding insurance contained in the Security Documents to which it or such Subsidiary
is a party.



     (b) Certificates of insurance, and endorsements and renewals thereof shall be delivered by the
Company to and retained by the applicable Administrative Agent. All policies of (i) property
insurance with respect to the US Collateral either shall have attached thereto a lender’s loss
payable endorsement in favor of the US Administrative Agent for its benefit and the ratable benefit
of the US Secured Parties or name the US Administrative Agent as loss payee for its benefit and the
ratable benefit of the US Secured Parties, in either case, in form reasonably satisfactory to the
US Administrative Agent, (ii) property insurance with respect to the Canadian Collateral either
shall have attached thereto a lender’s loss payable endorsement in favor of the Canadian
Administrative Agent for its benefit and the ratable benefit of the Canadian Secured Parties or
name the Canadian Administrative Agent as loss payee for its benefit and the ratable benefit of the
Canadian Secured Parties, in either case, in form reasonably satisfactory to the Canadian
Administrative Agent, and (iii) liability insurance shall name the US Administrative Agent for its
benefit and the ratable benefit of the Secured Parties as an additional insured. All certificates
of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the
policy number, and the period of coverage. All such policies shall contain a provision that
notwithstanding any contrary agreements between a Borrower, its Subsidiaries, and the applicable
insurance company, such policies will not be canceled or allowed to lapse without renewal without
at least 30 days’ prior written notice to the applicable Administrative Agent. In the event that,
notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.3, the
proceeds of any insurance policy described above are paid to a Borrower or a Guarantor, the Company
shall deliver, or cause to be delivered, such proceeds to the applicable Administrative Agent
immediately upon receipt.



     (c) If at any time the area in which the Mortgaged Property (as defined in the Mortgages) are
located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the
Federal Emergency



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Management Agency (or any successor agency), the Company shall, and shall cause each of its
Subsidiaries to, obtain flood insurance in such total amount as required by Regulation H of the
Federal Reserve Board or Part 22 to Title 12 of the Code of Federal Regulations, in either case, as
from time to time in effect and all official rulings and interpretations thereunder or thereof, and
otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973, as it may be amended from time to time.




     (d) Any proceeds of insurance referred to in this Section 5.3 which are paid to any
Administrative Agent shall (i) if no Event of Default has occurred and is continuing, be returned
to the Applicable Borrower to be applied as permitted by Section 2.7, and (ii) if an Event of
Default has occurred and is continuing, be immediately applied to the Obligations in accordance
with Section 7.6.


Section 5.4 Compliance with Laws. The Company shall, and shall cause each Subsidiary to,
comply with all federal, state, provincial, territorial and local laws and regulations (including
Environmental Laws) which are applicable to the operations and Property of the Company or such
Subsidiary and maintain all related permits necessary for the ownership and operation of the
Company’s and such Subsidiary’s Property and business, except in any case where the failure to so
comply could not reasonably be expected to result in a Material Adverse Change, provided
that this Section 5.4 shall not prevent the Company or any of its Subsidiaries from, in good faith
and with reasonable diligence, contesting the validity or application of any such laws or
regulations by appropriate legal proceedings for which adequate reserves have been established.



Section 5.5 Taxes. The Company shall, and shall cause each Subsidiary to pay and discharge
all material Taxes imposed on the Company or any of its Subsidiaries, respectively, prior to the
date on which penalties attach; provided that nothing in this Section 5.5 shall require the
Company or any of its Subsidiaries to pay any Tax which is being contested in good faith and for
which adequate reserves have been established in accordance with GAAP.



Section 5.6 Additional Guarantors. Immediately upon the creation of any new Material
Subsidiary permitted by this Agreement and within 30 days after the purchase by the Company or any
of its Subsidiaries of the Equity Interests of any Person, which purchase results in such Person
becoming a Material Subsidiary permitted by this Agreement, the Company shall (a) if such Material
Subsidiary is a Domestic Subsidiary, cause such Subsidiary to execute and deliver to the US
Administrative Agent, a joinder to the US Subsidiary Guaranty, and (b) if such Material Subsidiary
is a Subsidiary of the Canadian Borrower, cause such Subsidiary to execute and deliver to the
Canadian Administrative Agent, a joinder to the Canadian Guaranty, and (c) in either case, cause
such Subsidiary to deliver such evidence of corporate authority to enter into such Credit Documents
as the Applicable Administrative Agent may reasonably request.



Section 5.7 Security. The Company agrees that at all times before the termination of this
Agreement, payment in full of the Obligations (other than reimbursement and indemnity obligations
which survive but are not due and payable), and termination in full of the Commitments, the
Applicable Administrative Agent shall have an Acceptable Security Interest in the applicable
Collateral to secure the performance and payment of the applicable Obligations as set forth in the
applicable Security Documents. The Company shall, and shall cause each Subsidiary to take such
actions, including execution and delivery of any Security Documents necessary to:




     (a) create, perfect and maintain an Acceptable Security Interest in favor of the US
Administrative Agent in the following Properties of the Company and any Domestic Subsidiary of the
Company, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic
Subsidiary, (ii) not more than 66% of all Equity Interests issued by a Foreign Subsidiary,
including, without limitation, the



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Canadian Borrower, (iii) all real properties constituting Material Real Properties, and (iv)
all other Properties (other than real properties and Equity Interests in a Subsidiary, each of
which is discussed elsewhere under this Section); and




     (b) create, perfect and maintain an Acceptable Security Interest in favor of the Canadian
Administrative Agent in the following Properties of the Canadian Borrower and any Subsidiary of the
Canadian Borrower, whether now owned or hereafter acquired: (i) all real properties constituting
Material Real Properties, and (ii) all other Properties (other than real properties and Equity
Interests in a Subsidiary).


For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.7 or any
other provisions of the Credit Documents, (A) neither the Company nor any Domestic Subsidiary shall
be required to grant any security interest in more than 66% of the Equity Interests in any Foreign
Subsidiary and (B) none of the Property of any Foreign Subsidiary shall ever serve as collateral or
other security for the US Revolving Facility (including US Swingline Advances) or the Term B
Facility.



Section 5.8 Records; Inspection. The Company shall, and shall cause each Subsidiary to
maintain proper, complete and consistent books of record with respect to such Person’s operations,
affairs, and financial condition. From time to time upon reasonable prior notice, the Company
shall permit any Lender and shall cause each Subsidiary to permit any Lender, at such reasonable
times and intervals and to a reasonable extent and under the reasonable guidance of officers of or
employees delegated by officers of the Company or such Subsidiary, to, subject to any applicable
confidentiality considerations, examine and copy the books and records of the Company or such
Subsidiary, to visit and inspect the Property of the Company or such Subsidiary, and to discuss the
business operations and Property of the Company or such Subsidiary with the officers and directors
thereof.



Section 5.9 Maintenance of Property. The Company shall, and shall cause each Subsidiary
to, maintain their owned, leased, or operated Property in good condition and repair, normal wear
and tear excepted; and shall abstain from, and cause each Subsidiary to abstain from, knowingly or
willfully permitting the commission of waste or other injury, destruction, or loss of natural
resources, or the occurrence of pollution, contamination, or any other condition in, on or about
the owned or operated Property involving the Environment that could reasonably be expected to
result in Response activities and that could reasonably be expected to cause a Material Adverse
Change.



Section 5.10 Landlord Agreements. The Company shall, and shall cause the applicable
Subsidiary to, use commercially reasonable efforts to obtain lien waivers or subordination
agreements in form and substance satisfactory to the applicable Administrative Agent and executed
by (a) the landlords identified in, and covering each of the real properties leased listed on
Schedule 5.10 and (b) each landlord with respect to each parcel of property leased by the Company
or one of its Subsidiaries where 20% or more of the aggregate value of the Company’s and its
Subsidiaries’ Inventory is located.



Section 5.11 Material Real Properties. The Company shall, and shall cause the applicable
Subsidiary to, use commercially reasonable efforts to satisfy each requirement set forth in
Schedule 5.11 for Properties set forth therein. Furthermore, the Company shall, and shall cause
the applicable Subsidiary to use commercially reasonable efforts to, satisfy each requirement set
forth in Schedule 5.11 for properties constituting Material Real Properties acquired (directly or
through the acquisition of a Subsidiary) after the Effective Date.




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ARTICLE VI

NEGATIVE COVENANTS




     So long as any Obligation shall remain unpaid, any Lender shall have any Commitment hereunder,
or there shall exist any Letter of Credit Exposure, the Company agrees to comply with the following
covenants.


Section 6.1 Debt. The Company shall not, nor shall it permit any Subsidiary to, create,
assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or
contingently in respect of, any Debt other than the following (collectively, the “Permitted
Debt”):




     (a) Debt of the Credit Parties under the Credit Documents;




     (b) intercompany Debt incurred in the ordinary course of business owed by a Credit Party to
another Credit Party; provided that, if applicable, such Debt as an investment is also
permitted in Section 6.3;



     (c) Debt in the form of accounts payable to trade creditors for goods or services and current
operating liabilities (other than for borrowed money) which in each case are not more than 90 days
past due, in each case incurred in the ordinary course of business, as presently conducted, unless
contested in good faith and by appropriate proceedings;



     (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to
exceed 10% of the Company’s consolidated Net Worth at any time; provided neither Borrower
nor any Subsidiary may enter into additional indebtedness of the type described in this clause (d)
if a Default is continuing or entering into the additional indebtedness could reasonably be
expected to cause a Default;



     (e) Debt secured by Liens of the type described in Section 6.2(f);




     (f) Permitted Subordinated Debt;




     (g) Debt existing on the Effective Date and set forth in Schedule 6.1; and




     (h) Debt for borrowed money incurred after the Effective Date and not otherwise covered under
this Section 6.1 in an aggregate amount not to exceed $300,000,000; provided that (i) such Debt is
unsecured, (ii) the scheduled maturity of such Debt is at least six months past the scheduled Term
B Maturity Date and no amortization payments are required thereunder other than at the scheduled
maturity thereof, (iii) the covenants under credit facility for such Debt are not more restrictive
than the covenants under the Facilities as reasonably determined by the US Administrative Agent
which determination will not be unreasonably withheld or delayed, and (iv) the Company and its
Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and
after giving effect to each incurrence of such Debt.


Section 6.2 Liens. The Company shall not, nor shall it permit any of its Subsidiaries to,
create, assume, incur, or suffer to exist any Lien on the Property of the Company or any Subsidiary
of the Company, whether now owned or hereafter acquired, or assign any right to receive any income,
other than the following (collectively, the “Permitted Liens”) but subject to the
limitation in Section 6.5(b):




     (a) Liens securing the Obligations;




     (b) Liens imposed by law, such as materialmen’s, mechanics’, builder’s, carriers’, workmen’s
and repairmen’s liens, and other similar liens arising in the ordinary course of business securing
obligations



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which are not overdue for a period of more than 30 days or are being contested in good faith
by appropriate procedures or proceedings and for which adequate reserves have been established;




     (c) Liens arising in the ordinary course of business out of pledges or deposits under workers
compensation laws, unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation to secure public or statutory obligations;



     (d) Liens for taxes, assessment, or other governmental charges which are not yet due and
payable or which are being actively contested in good faith by appropriate proceedings;



     (e) Liens securing purchase money debt permitted under Section 6.1(d); provided that
each such Lien encumbers only the Property purchased in connection with the creation of any such
purchase money debt and the amount secured thereby is not increased;



     (f) Liens on Property of Persons which become Subsidiaries of a Borrower after the Effective
Date and securing Permitted Debt; provided that, (i) such Liens are in existence at the time the
respective Persons become Subsidiaries of a Borrower and were not created in anticipation thereof
and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other
assets of the Subsidiary acquired, and (B) is not increased in amount;



     (g) Liens arising from precautionary UCC financing statements regarding operating leases to
the extent such operating leases are permitted hereby;



     (h) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on
the use of real property that do not (individually or in the aggregate) materially affect the value
of the assets encumbered thereby or materially impair the ability of the Company or such Subsidiary
to use such assets in its business, and none of which is violated in any material aspect by
existing or proposed structures or land use;



     (i) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit
accounts or other funds maintained with a depository institution;



     (j) Liens on cash or securities pledged to secure performance of tenders, surety and appeal
bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases,
statutory obligations, regulatory obligations and other obligations of a like nature incurred in
the ordinary course of business;



     (k) judgment and attachment Liens not giving rise to an Event of Default, provided that (i)
any appropriate legal proceedings which may have been duly initiated for the review of such
judgment shall not have been finally terminated or the period within which such proceeding may be
initiated shall not have expired and (ii) no action to enforce such Lien has been commenced;



     (l) in respect of any parcel of Real Property, defects or irregularities in the title to such
Real Property which in the opinion of the Administrative Agents are of a minor nature and which, in
the aggregate, will not materially impair the use of such Real Property for the purposes for which
such Real Property is held by the owner thereof;



     (m) Liens existing on the Effective Date and set forth in Schedule 6.2 and covering only such
property that is covered by such Lien on the Effective Date.



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Section 6.3 Investments. The Company shall not, nor shall it permit any Subsidiary to,
make or hold any direct or indirect investment in any Person, including capital contributions to
the Person, investments in or the acquisition of the debt or equity securities of the Person, or
any loans, guaranties, trade credit, or other extensions of credit to any Person, other than the
following (collectively, the “Permitted Investments”):




     (a) investments in the form of trade credit to customers of a Borrower and its Subsidiaries
arising in the ordinary course of business and represented by accounts from such customers;



     (b) Liquid Investments;




     (c) loans, advances, or capital contributions to, or investments in, or purchases or
commitments to purchase any stock or other securities or evidences of indebtedness of or interests
in any Person and existing on the Effective Date, in each case as specified in the attached
Schedule 6.3; provided that, the respective amounts of such loans, advances, capital
contributions, investments, purchases and commitments shall not be increased (other than
appreciation);



     (d) ordinary course of business contributions, loans, or advances to, or investments in a
Credit Party; provided that, such contributions, loans, or advances to, or investments are
subordinated to the Obligations on terms reasonably acceptable to the US Administrative Agent;



     (e) promissory notes and other noncash consideration received by the Credit Parties in
connection with any asset sale permitted hereunder, with the bankruptcy or reorganization of
suppliers and customers, or with the settlement of delinquent obligations of, and disputes with,
customers and suppliers arising in the ordinary course of business;



     (f) creation or acquisition of and additional contributions, loans or advances to, or
investments in, any additional Subsidiaries in compliance with Section 5.6 and Section 6.23;
provided that, any contributions, loans, or advances to, or investments in such Subsidiary
(other than the initial capitalization of such Subsidiary) by the Company or any of its
Subsidiaries shall be otherwise permitted under this Section 6.3 or in the case of Non-Guarantor
Subsidiaries, Section 6.23; and



     (g) other investments, loans and advances (other than investments in and loans and advances to
Foreign Subsidiaries) in an aggregate amount (valued at cost or outstanding principal amount, as
the case may be) not greater than U.S.$10,000,000 at any time outstanding.


Section 6.4 Acquisitions. The Company shall not, nor shall it permit any Subsidiary to,
make an Acquisition in a transaction or related series of transactions; provided that, an
Acquisition may be made so long as: (a) no Default or Event of Default exists both before and after
giving effect to such Acquisition; (b) the excess of the aggregate US Revolving Commitments over
the US Revolving Outstandings, both before and after giving effect to such Acquisition, is greater
than or equal to $20,000,000; (c) such Acquisition is substantially related to the business of the
Company and its Subsidiaries, taken as a whole, and is not hostile; and (d) either (i) both before
and after giving effect to such Acquisition, the Senior Secured Leverage Ratio (calculated as of
the fiscal quarter ending immediately prior to effective date of such Acquisition and as of the
effective date of the Acquisition) shall be less than (A) 3.25 to 1.00 during any fiscal quarter
ending on or prior to March 31, 2006, (B) 3.00 to 1.00 during any fiscal quarter ending after March
31, 2006 but on or prior to September 30, 2006, (C) 2.75 to 1.00 during any fiscal quarter ending
after September 30, 2006 but on or prior to September 30, 2007, (D) 2.50 to 1.00 during any fiscal
quarter ending after September 30, 2007 but on or prior to September 30, 2008, and (E) 2.00 to 1.00
during fiscal quarter ending after September 30, 2008; or (ii) the total consideration for such
Acquisition (whether paid in cash or assumed in liabilities by the purchaser(s)




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but excluding any consideration constituting Equity Interests of the applicable Borrower) shall not
exceed 15% of the Company’s consolidated Net Worth calculated as of the fiscal quarter ending
immediately prior to the effective date of such Acquisition.



Section 6.5 Agreements Restricting Liens; Negative Pledge. (a) The Company shall not, nor
shall it permit any Subsidiary to, create, incur, assume or permit to exist any contract, agreement
or understanding (other than this Agreement, the Security Documents and agreements governing Debt
permitted by Section 6.1(d) to the extent such restrictions govern only the asset financed pursuant
to such Debt incurred pursuant to Section 6.1(d)) which in any way prohibits or restricts the
granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned
or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying Restricted
Payments to such Borrower, or which requires the consent of or notice to other Persons in
connection therewith. (b) Notwithstanding anything herein to the contrary, the Company shall not,
nor shall it permit any Subsidiary to, create or permit to exist any Lien on any Equity Interests
issued by a Foreign Subsidiary, other than (i) a Lien in favor of the Applicable Administrative
Agent and (ii) a Lien to the extent it is permitted under Section 6.2(d) or Section 6.2(k).



Section 6.6 Use of Proceeds; Use of Letters of Credit. The Company shall not, nor shall it
permit any Subsidiary to: (a) use the proceeds of the Revolving Advances and Term B Advances for
any purposes other than (i) to refinance the advances and other obligations outstanding under the
Existing Credit Agreements, (ii) to effectuate the combination contemplated by the Combination
Documents and the payment of any dividends or other distributions related thereto, (iii) for
working capital purposes, and (iv) for general corporate purposes, including the payment of fees
and expenses related to the entering into of this Agreement and the other Credit Documents; or (b)
use the proceeds of the Swingline Advances or the Letters of Credit for any purposes other than (i)
for working capital purposes and (ii) for general corporate purposes. Neither Borrower shall, nor
shall it permit any of its Subsidiaries to, directly or indirectly use any part of the proceeds of
Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations
T, U, or X.



Section 6.7 Corporate Actions.




     (a) The Company shall not, nor shall it permit any Subsidiary to, merge, amalgamate or
consolidate with or into any other Person, except that a Borrower may merge or amalgamate with any
of its wholly-owned Subsidiaries and any Credit Party (other than a Borrower) may merge, amalgamate
or be consolidated with or into any other Credit Party, provided that immediately after
giving effect to any such proposed transaction no Default would exist and, in the case of any such
merger or amalgamation to which a Borrower is a party, such Borrower or the other Borrower is the
surviving entity.



     (b) The Company shall not, nor shall it permit any Subsidiary to, change its name or
reorganize in another jurisdiction, create or suffer to exist any Subsidiary not existing on the
date of this Agreement, sell or otherwise dispose of any of its ownership interest in any of its
Subsidiaries, or in any manner rearrange its business structure as it exists on the date of this
Agreement, provided that a Borrower may create or acquire new Subsidiaries if such new
Subsidiaries comply with Section 5.6 and such transactions otherwise comply with the terms of this
Agreement.


Section 6.8 Sale of Assets. The Company shall not, nor shall it permit any Subsidiary to,
sell, convey, or otherwise transfer any of its assets outside the ordinary course of business,
except that the Credit Parties may, during any fiscal year of the Company, sell, convey or
otherwise transfer assets outside the ordinary course of business up to an aggregate net book value
equal to 10% of aggregate net book value of the fixed assets of the Company and it Subsidiaries as
set forth in the Financial Statements




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most recently delivered under Section 5.2; provided that such assets may not be sold for an
amount which is less than fair market value.



Section 6.9 Restricted Payments. The Company shall not, nor shall it permit any Subsidiary
to make any Restricted Payments except that so long as no Default exists or would result from the
making of such Restricted Payment:




     (a) Any Subsidiary may make Restricted Payments to a Borrower or any other Credit Party,




     (b) The Company and its Subsidiaries may make Restricted Payments to its respective Equity
Interest holders in an amount equal to the income tax liabilities of such Person attributable to
the earnings of the Company or such Subsidiary for such tax years in which the Company or such
Subsidiary is a pass-through entity; provided that such amount may not exceed the amount
actually required to be paid by such Person in income tax attributable to such earnings,



     (c) The Company and its Subsidiaries may make scheduled interest and scheduled principal
payments on its Permitted Subordinated Debt (other than obligations owing in respect of redeemable
preferred stock) existing on the Effective Date;



     (d) The Company and its Subsidiaries may make scheduled interest payments on its Permitted
Subordinated Debt (other than obligations owing in respect of redeemable preferred stock) incurred
after the Effective Date and which are permitted by subordination terms as approved by the US
Administrative Agent;



     (e) With respect to the LEED/A&W Seller Notes and the Big Mac Note, as applicable, the
Borrower or CES, as applicable, may make payments in cash of interest deferred pursuant to Section
2.1 of the applicable LEED/A&W Seller Note or such equivalent provision, if any, in the Big Mac
Note, so long as (i) at the time of such payment, the Borrower or CES, as applicable, no longer has
Insufficient Cash Flow (as defined in the applicable note), (ii) immediately before and immediately
after giving effect to such payment, there would be no Default or Event of Default under this
Agreement, and (iii) immediately after giving effect to such payment, the excess of the aggregate
Revolving Commitments over the aggregate Revolving Outstandings would be greater than or equal to
$5,000,000;



     (f) The Company may make Restricted Payments in the form of redemptions or repurchases of its
Equity Interests in accordance with its Stockholders Agreement; provided that, other than such
redemptions or repurchases made with cash equity contributions received from the then existing
holders of Equity Interests of the Company for the purpose of making such redemptions or
repurchases, the redemptions or repurchases of the Company’s Equity Interests made after the
Closing Date in accordance with its Stockholders Agreement shall not exceed $3,000,0000 in the
aggregate;



     (g) In addition to the interest payments contemplated by clauses (d) and (e) above, (i) with
respect to Permitted Subordinated Debt under the Big Mac Note the Company may make Restricted
Payments in connection with conversion of such Debt into Equity Interests of the Company, the
repayment of such Debt at maturity thereof or upon the redemption thereof as provided in the Big
Mac Note, and (ii) with respect to Permitted Subordinated Debt under the Big Mac Note, the Parchman
Subordinated Note and the LEED/A&W Seller Notes, concurrent with the closing of the Offering, the
Company may prepay or repay such notes in full with the proceeds of the Offering; and



     (h) The Company may make dividends or other distributions in respect of its Equity Interests
in connection with the transactions contemplated by the Combination Documents in an aggregate
amount not to exceed $150,000,000.



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Section 6.10 Affiliate Transactions. The Company shall not, nor shall it permit any
Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of
transactions (including, but not limited to, the purchase, sale, lease or exchange of Property, the
making of any investment, the giving of any guaranty, the assumption of any obligation or the
rendering of any service) with any of their Affiliates unless such transaction or series of
transactions is on terms no less favorable to the Company or any Subsidiary, as applicable, than
those that could be obtained in a comparable arm’s length transaction with a Person that is not
such an affiliate; provided that the foregoing restriction shall not apply to any Financial
Advisory Agreement between the Company or any Subsidiary thereof and L.E. Simmons & Associates,
Incorporated, a Delaware corporation.



Section 6.11 Line of Business. The Company shall not, nor shall it permit any Credit Party
to, change the character of the Company’s and its Subsidiaries collective business as conducted on
the date of this Agreement, or engage in any type of business not reasonably related to the
Company’s and its Subsidiaries’ collective business as presently and normally conducted.



Section 6.12 Hazardous Materials. Except where the failure could not reasonably be
expected to cause a Material Adverse Change, the Company (a) shall not, nor shall it permit any
Subsidiary to, create, handle, transport, use, or dispose of any Hazardous Substance or Hazardous
Waste, except in material compliance with Environmental Law; and (b) shall not, nor shall it permit
any Subsidiary to, release any Hazardous Substance or Hazardous Waste into the environment and
shall not permit its or any Subsidiary’s Property to be subjected to any release of Hazardous
Substance or Hazardous Waste, except in compliance with Environmental Law.



Section 6.13 Compliance with ERISA. Except for matters that individually or in the
aggregate could not reasonably be expected to cause a Material Adverse Change, the Company shall
not, nor shall it permit any Subsidiary to, directly or indirectly: (a) engage in any transaction
in connection with which the Company or any Subsidiary could be subjected to either a civil penalty
assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle
D of the Code; (b) terminate, or permit any member of the Controlled Group to terminate, any Plan
in a manner, or take any other action with respect to any Plan, which could result in any liability
to the Company, any Subsidiary or any member of the Controlled Group to the PBGC; (c) fail to make,
or permit any member of the Controlled Group to fail to make, full payment when due of all amounts
which, under the provisions of any Plan, agreement relating thereto or applicable law, the Company,
a Subsidiary or member of the Controlled Group is required to pay as contributions thereto; (d)
permit to exist, or allow any Subsidiary or any member of the Controlled Group to permit to exist,
any accumulated funding deficiency within the meaning of Section 302 of ERISA or section 412 of the
Code, whether or not waived, with respect to any Plan; (e) permit, or allow any member of the
Controlled Group to permit, the actuarial present value of the benefit liabilities (as “actuarial
present value of the benefit liabilities” shall have the meaning specified in section 4041 of
ERISA) under any Plan that is regulated under Title IV of ERISA to exceed the current value of the
assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan
allocable to such benefit liabilities; (f) contribute to or assume an obligation to contribute to,
or permit any member of the Controlled Group to contribute to or assume an obligation to contribute
to, any Multiemployer Plan; (g) acquire, or permit any member of the Controlled Group to acquire,
an interest in any Person that causes such Person to become a member of the Controlled Group if
such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding
such acquisition has sponsored, maintained, or contributed to, (1) any Multiemployer Plan, or (2)
any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the
benefit liabilities under such Plan exceeds the current value of the assets (computed on a plan
termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities; (h) incur, or permit any member of the Controlled Group to incur, a liability to or on
account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; (i) contribute to or
assume an obligation to contribute to any




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employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation,
any such plan maintained to provide benefits to former employees of such entities, that may not be
terminated by such entities in their sole discretion at any time without any liability; or (j)
amend or permit any member of the Controlled Group to amend, a Plan resulting in an increase in
current liability such that the Company, any Subsidiary or any member of the Controlled Group is
required to provide security to such Plan under section 401(a)(29) of the Code.



Section 6.14 Sale and Leaseback Transactions. The Company shall not, nor shall it permit
any Subsidiary to, sell or transfer to a Person any Property, whether now owned or hereafter
acquired, if at the time or thereafter the Company or a Subsidiary shall lease as lessee such
Property or any part thereof or other Property which the Company or a Subsidiary intends to use for
substantially the same purpose as the Property sold or transferred unless the fair market value of
all assets sold, transferred, leased or disposed of pursuant to this Section 6.14 at any time does
not, in the aggregate during the term of this Agreement, exceed 5% of consolidated Net Worth
calculated as of the most recent fiscal quarter for which financial statements are available.



Section 6.15 Operating Leases. The Company shall not, nor shall it permit any Subsidiary
to, enter into any lease that constitutes an operating lease under GAAP if the obligations of the
Company or such Subsidiary as lessee under such lease would cause its lease payments (excluding
payments for taxes, insurance, and other non-rental expenses to the extent not included within the
stated amount of the rental payments under such lease) in respect of all such leases entered into
by the Company and its Subsidiaries to exceed $30,000,000 during any fiscal year of the Company.



Section 6.16 Limitation on Hedging. The Company shall not, nor shall it permit any
Subsidiary to, (a) purchase, assume, or hold a speculative position in any commodities market or
futures market or enter into any Hedging Arrangement for speculative purposes; or (b) be party to
or otherwise enter into any Hedging Arrangement which (i) is entered into for reasons other than as
a part of its normal business operations as a risk management strategy and/or hedge against changes
resulting from market conditions related to the Company’s or its Subsidiaries’ operations, (ii) is
longer than the term of the Term B Advances, or (iii) obligates the Company or any Subsidiary to
any margin call requirements.



Section 6.17 Capital Expenditures. The Company shall not permit, as of the end of any
fiscal quarter, the aggregate Capital Expenditures expended by the Company or any Subsidiary during
the twelve month period then ended to exceed the Capital Expenditure Limit for such twelve month
period; provided that, with respect to any Subsidiary (other than CES and IE Miller), only
the Capital Expenditures expended by such Subsidiary during the portion of such twelve month period
that such Subsidiary was a Subsidiary of the Company, a Subsidiary of CES or a Subsidiary of IE
Miller, shall be included in calculating the aggregate Capital Expenditures for purposes of this
Section 6.17.



Section 6.18 Leverage Ratio. The Company shall not permit the Leverage Ratio (a) at the
end of any fiscal quarter ending on or prior to September 30, 2006, to be greater than 4.25 to
1.00, (b) at the end of any fiscal quarter ending after September 30, 2006 but on or prior to
September 30, 2007, to be greater than 4.00 to 1.00, and (c) at the end of any fiscal quarter
ending thereafter, to be greater than 3.75 to 1.00.



Section 6.19 Senior Secured Leverage Ratio. The Company shall not permit the Senior
Secured Leverage Ratio (a) at the end of any fiscal quarter ending on or prior to March 31, 2006,
to be greater than 3.75 to 1.00, (b) at the end of any fiscal quarter ending after March 31, 2006
but on or prior to September 30, 2006, to be greater than 3.50 to 1.00, (c) at the end of any
fiscal quarter ending after September 30, 2006 but on or prior to September 30, 2007, to be greater
than 3.25 to 1.00, (d) at the end of any fiscal quarter ending after September 30, 2007 but on or
prior to September 30, 2008, to be greater than 3.00 to 1.00, and (e) at the end of any fiscal
quarter ending thereafter, to be greater than 2.50 to 1.00.




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Section 6.20 Consolidated Interest Coverage Ratio. The Company shall not permit the ratio
of, as of the last day of each fiscal quarter, beginning with the fiscal quarter ending December
31, 2005, (a) the combined (but not duplicative) consolidated EBITDA of the Company and its
Subsidiaries, calculated for the four fiscal quarters then ended, to (b) the combined (but not
duplicative) consolidated Interest Expense of the Company and its Subsidiaries for the four fiscal
quarters then ended, to be less than 3.00 to 1.00. For purposes of this Section 6.20, “EBITDA” and
“Interest Expense” means (a) with respect to the fiscal quarter ending December 31, 2005, EBITDA
and Interest Expense for the fiscal quarter then ended multiplied by 4; (b) with respect to the
fiscal quarter ending on March 31, 2006, EBITDA and Interest Expense for the two fiscal quarters
then ended multiplied by 2; (c) with respect to the fiscal quarter ending June 30, 2006, EBITDA and
Interest Expense for the three fiscal quarters then ended multiplied by 4/3 and (d) with respect to
the fiscal quarter ending September 30, 2006 and each fiscal quarter thereafter, EBITDA and
Interest Expense for the four fiscal quarters then ended.



Section 6.21 Landlord Agreements. The Company shall not, nor shall it permit any of its
Subsidiaries to (a) enter into any verbal or written leases with any Person who has not executed a
lien waiver or subordination agreement in form and substance satisfactory to the applicable
Administrative Agent (other than extensions of existing leases) in accordance with Section 5.10,
and (b) without limiting the generality of the forgoing clause (a), hold, store or otherwise
maintain more than 20% of the aggregate value of the Company’s and its Subsidiaries’ Inventory at
locations which are not owned by a Credit Party or which are not covered by a lien waiver or
subordination agreement in form and substance satisfactory to the applicable Administrative Agent.



Section 6.22 Amendment of Permitted Subordinated Debt Terms. The Company shall not, nor
shall it permit any of its Subsidiaries to, amend any of the documents or terms governing any
Permitted Subordinated Debt or any Debt permitted under clause 6.1(i), without prior written
consent of the US Administrative Agent, in the US Administrative Agent’s sole reasonable
discretion.



Section 6.23 Non-Guarantor Subsidiaries and Minority Investments. Notwithstanding anything
to the contrary contained herein, including any provision of this Article VI, the Company shall
not, nor shall it permit any of its Subsidiaries to (i) create, assume, incur or suffer to exist
any Lien on or in respect of any of its Property for the benefit of any Non-Guarantor Subsidiary,
(ii) sell, assign, pledge, or otherwise transfer any of its Properties to any Non-Guarantor
Subsidiary, or (iii) make or permit to exist any loans, advances, or capital contributions to, or
make any investment in, or purchase or commit to purchase any stock or other securities or
evidences of indebtedness of or interests in, any Non-Guarantor Subsidiary or in any Properties of
any Non-Guarantor Subsidiary (collectively, “Non-Guarantor Investments”); provided
that, the Company may, and may permit its Subsidiaries to, make or permit to exist Investments
in Non-Guarantor Subsidiaries and other Persons that are not Subsidiaries which are otherwise
permitted under the terms hereof and which individually or in the aggregate do not exceed
$10,000,000.




ARTICLE VII

DEFAULT AND REMEDIES



Section 7.1 Events of Default. The occurrence of any of the following events shall
constitute an “Event of Default” under this Agreement and any other Credit Document:




     (a) Payment Failure. Any Credit Party (i) fails to pay any principal when due under
this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due
under this Agreement or any other Credit Document, including payments of interest, fees,
reimbursements, and indemnifications;



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     (b) False Representation or Warranties. Any representation or warranty made or deemed
to be made by any Credit Party or any officer thereof in this Agreement, in any other Credit
Document or in any certificate delivered in connection with this Agreement or any other Credit
Document is incorrect, false or otherwise misleading in any material respect at the time it was
made or deemed made;



     (c) Breach of Covenant. (i) Any breach by any Credit Party of any of the covenants in
Section 5.2(c), Section 5.2(d), Section 5.3(a), or Article VI of this Agreement or the
corresponding covenants in any Guaranty or (ii) any breach by any Credit Party of any other
covenant contained in this Agreement or any other Credit Document and such breach is not cured
within 30 days after the earlier of the date notice thereof is given to the Company by any Lender
Party or the date any officer of the Company or any other Credit Party obtained actual knowledge
thereof;



     (d) Guaranties. Any material provisions in the Guaranties shall at any time (before
its expiration according to its terms) and for any reason cease to be in full force and effect and
valid and binding on the Guarantors party thereto or shall be contested by any party thereto; any
Guarantor shall deny it has any liability or obligation under such Guaranties; or any Guarantor
shall cease to exist other than as expressly permitted by the terms of this Agreement;



     (e) Security Documents. Any Security Document shall at any time and for any reason
cease to create an Acceptable Security Interest in any material portion of the Property purported
to be subject to such agreement in accordance with the terms of such agreement or any material
provisions thereof shall cease to be in full force and effect and valid and binding on the Credit
Party that is a party thereto or any such Person shall so state in writing;



     (f) Cross-Default. (i) Any Credit Party shall fail to pay any principal of or premium
or interest on its Debt which is outstanding in a principal amount of at least $10,000,000.00
individually or when aggregated with all such Debt of the Credit Parties so in default (but
excluding Debt constituting Obligations) when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt; (ii) any other event shall occur or condition shall exist under any
agreement or instrument relating to Debt which is outstanding in a principal amount of at least
$10,000,000.00 individually or when aggregated with all such Debt of the Credit Parties so in
default (other than Debt constituting Obligations), and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the stated
maturity thereof; or (iii) any such Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment); provided that, for
purposes of this subsection 7.1(f), the “principal amount” of the obligations in respect of any
Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) that would be required to be paid if such Hedging Arrangements were terminated
at such time



     (g) Bankruptcy and Insolvency. (i) Any Credit Party or any Subsidiary shall terminate
its existence or dissolve or (ii) any Credit Party or any Subsidiary (A) admits in writing its
inability to pay its debts generally as they become due; makes an assignment for the benefit of its
creditors; consents to or acquiesces in the appointment of a receiver, liquidator, fiscal agent, or
trustee of itself or any of its Property; files a petition under any Debtor Relief Law; or consents
to any reorganization, arrangement, workout, liquidation, dissolution, or similar relief under any
Debtor Relief Law or (B) shall have had, without its consent, any court enter an order appointing a
receiver, liquidator, fiscal agent, or trustee of itself or any of its Property; any petition filed
against it seeking reorganization, arrangement, workout, liquidation, dissolution or similar relief
under any Debtor Relief Law and such petition shall not be dismissed, stayed, or set aside for an
aggregate of 60 days, whether or not consecutive;



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     (h) Adverse Judgment. The Company or any Subsidiary suffers final judgments against
any of them since the date of this Agreement in an aggregate amount, less any insurance proceeds
covering such judgments which are received or as to which the insurance carriers admit liability,
greater than $10,000,000.00 and either (i) enforcement proceedings shall have been commenced by any
creditor upon such judgments or (ii) there shall be any period of 30 consecutive days during which
a stay of enforcement of such judgments, by reason of a pending appeal or otherwise, shall not be
in effect;



     (i) Termination Events. Any Termination Event with respect to a Plan shall have
occurred, and, 30 days after notice thereof shall have been given to the Company by the US
Administrative Agent, such Termination Event shall not have been corrected and shall have created
and caused to be continuing a material risk of Plan termination or liability for withdrawal from
the Plan as a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), which termination
could reasonably be expect to result in a liability of, or liability for withdrawal could
reasonably be expected to be, greater than $10,000,000.00;



     (j) Plan Withdrawals. The Company or any member of the Controlled Group as employer
under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer
Plan and such withdrawing employer shall have incurred a withdrawal liability in an annual amount
exceeding $10,000,000.00; or



     (k) Change in Control. The occurrence of a Change in Control.


Section 7.2 Optional Acceleration of Maturity. If any Event of Default (other than an
Event of Default pursuant to Section 7.1(g) shall have occurred and be continuing, then, and in any
such event,




     (a) the Applicable Administrative Agent (i) shall at the request, or may with the consent, of
the Majority Lenders, by notice to the Borrowers, declare that the obligation of each Lender, each
Swingline Lender and each Issuing Lender to make Credit Extensions shall be terminated, whereupon
the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrowers, declare all outstanding Advances, all interest
thereon, and all other amounts payable under this Agreement to be forthwith due and payable,
whereupon such Advances, all such interest, and all such amounts shall become and be forthwith due
and payable in full, without presentment, demand, protest or further notice of any kind (including,
without limitation, any notice of intent to accelerate or notice of acceleration), all of which are
hereby expressly waived by each Borrower,



     (b) the US Borrower shall, on demand of the US Administrative Agent at the request or with the
consent of the US Revolving Majority Lenders, deposit with the US Administrative Agent into the US
Cash Collateral Account an amount of cash equal to the outstanding US Letter of Credit Exposure as
security for the Obligations to the extent the US Letter of Credit Obligations are not otherwise
paid or cash collateralized at such time,



     (c) the Canadian Borrower shall, on demand of the Canadian Administrative Agent at the request
or with the consent of the Canadian Majority Lenders, deposit with the Canadian Administrative
Agent into the Canadian Cash Collateral Account an amount of cash equal to the outstanding Canadian
Letter of Credit Exposure as security for the Canadian Obligations to the extent the Canadian
Letter of Credit Obligations are not otherwise paid or cash collateralized at such time, and



     (d) the Applicable Administrative Agent shall at the request of, or may with the consent of,
the Majority Lenders proceed to enforce its rights and remedies under the Security Documents, the
Guaranties, or any other Credit Document by appropriate proceedings.



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Section 7.3 Automatic Acceleration of Maturity. If any Event of Default pursuant to
Section 7.1(g) shall occur,




     (a) obligation of each Lender, each Swingline Lender and each Issuing Lender to make Credit
Extensions shall immediately and automatically be terminated and all Advances, all interest on the
Advances, and all other amounts payable under this Agreement shall immediately and automatically
become and be due and payable in full, without presentment, demand, protest or any notice of any
kind (including, without limitation, any notice of intent to accelerate or notice of acceleration),
all of which are hereby expressly waived by the Borrowers,



     (b) the US Borrower shall, on demand of the US Administrative Agent at the request or with the
consent of the US Revolving Majority Lenders, deposit with the US Administrative Agent into the US
Cash Collateral Account an amount of cash equal to the outstanding US Letter of Credit Exposure as
security for the Obligations to the extent the US Letter of Credit Obligations are not otherwise
paid or cash collateralized at such time,



     (c) the Canadian Borrower shall, on demand of the Canadian Administrative Agent at the request
or with the consent of the Canadian Majority Lenders, deposit with the Canadian Administrative
Agent into the Canadian Cash Collateral Account an amount of cash equal to the outstanding Canadian
Letter of Credit Exposure as security for the Canadian Obligations to the extent the Canadian
Letter of Credit Obligations are not otherwise paid or cash collateralized at such time, and



     (d) the Applicable Administrative Agent shall at the request of, or may with the consent of,
the Majority Lenders proceed to enforce its rights and remedies under the Security Documents, the
Guaranties, or any other Credit Document by appropriate proceedings.


Section 7.4 Set-off. If an Event of Default shall have occurred and be continuing, each
Administrative Agent, each Lender, each Issuing Lender, and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Administrative Agent, such Lender, such Issuing Lender or any such Affiliate to
or for the credit or the account of the applicable Borrower against any and all of the obligations
of such Borrower now or hereafter existing under this Agreement or any other Credit Document to
such Administrative Agent, such Lender or such Issuing Lender, irrespective of whether or not such
Administrative Agent, such Lender or such Issuing Lender shall have made any demand under this
Agreement or any other Credit Document and although such obligations of such Borrower may be
contingent or unmatured or are owed to a branch or office of such Administrative Agent, such Lender
or such Issuing Lender different from the branch or office holding such deposit or obligated on
such indebtedness. The rights of each Administrative Agent, each Lender, each Issuing Lender and
their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender
or their respective Affiliates may have. Each Lender and each Issuing Lender agrees to notify the
Applicable Borrower and the Applicable Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the validity of such
setoff and application.



Section 7.5 Remedies Cumulative, No Waiver. No right, power, or remedy conferred to any
Lender, Administrative Agent, or Issuing Lender in this Agreement or the Credit Documents, or now
or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such
right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to
every other such right, power or remedy. No course of dealing and no delay in exercising any
right, power, or remedy conferred




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to any Lender, Administrative Agent, or Issuing Lender in this Agreement and the Credit Documents
or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver
of or otherwise prejudice any such right, power, or remedy. Any Lender, Administrative Agent, or
Issuing Lender may cure any Event of Default without waiving the Event of Default. No notice to or
demand upon the Borrowers shall entitle the Borrowers to similar notices or demands in the future.



Section 7.6 Application of Payments.




     (a) Prior to Event of Default. Prior to an Event of Default, all payments made
hereunder shall be applied as directed by the applicable Borrower, but such payments are subject to
the terms of this Agreement, including the application of prepayments according to Section 2.7.



     (b) After Event of Default (US Collateral). If an Event of Default has occurred and
is continuing, any amounts received or collected from, or on account of assets held by, any Credit
Party (other than a Foreign Credit Party) shall be applied to the Obligations by the Administrative
Agents in the following order and manner:




     (i) First, to payment of that portion of such Obligations constituting fees, indemnities,
expenses, and other amounts (including fees, charges, and disbursements of counsel to any
Administrative Agent and amounts payable under Sections 2.12, 2.13, and 2.15) payable by any
Credit Party to any Administrative Agent in its capacity as such;




     (ii) Second, to payment of that portion of such Obligations constituting accrued and unpaid
interest, allocated ratably among the Lender Parties in proportion to the Dollar Equivalent of
the amounts described in this clause Second payable to them;




     (iii) Third, to payment of that portion of such Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable by any Credit Party to the Secured
Parties (including fees, charges and disbursements of counsel to the respective Secured Parties
and amounts payable under Article II), ratably among such Secured Parties in proportion to the
Dollar Equivalent of the amounts described in this clause Third payable to them;




     (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Obligations payable by any Credit Party allocated ratably among the Lender Parties in
proportion to the Dollar Equivalent of the respective amounts described in this clause Fourth
held by them;




     (v) Fifth, to the payment of any then due and owing principal and other amounts
constituting part of the Obligations owing by any Credit Party with respect to Hedging
Arrangements entered into with a Swap Counterparty and applied pro rata to such Swap
Counterparties;




     (vi) Sixth, to the Applicable Administrative Agent for the account of the Applicable
Issuing Lender, ratably between the two Facilities, to cash collateralize that portion of the
Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit;




     (vii) Seventh, to the remaining Obligations owed by any Credit Party including all
Obligations for which the Company is liable as a Guarantor, allocated among such remaining
Obligations as determined by the Administrative Agents and the Majority Lenders and applied to
such Obligations in the order specified in this clause (b); and




     (viii) Last, the balance, if any, after all of the Obligations have been indefeasibly paid
in full, to applicable Borrower or as otherwise required by any Legal Requirement.



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Subject to Section 2.3(i), amounts used to cash collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.




     (c) After Event of Default (Canadian Collateral). If an Event of Default has occurred
and is continuing,, any amounts received or collected from, or on account of assets held by, any
Foreign Credit Party shall be applied to the Obligations by the Administrative Agents in the
following order and manner:




     (i) First, to payment of that portion of such Obligations constituting fees, indemnities,
expenses, and other amounts (including fees, charges, and disbursements of counsel to any
Administrative Agent and amounts payable under Sections 2.11, 2.13, and 2.15) payable by any
Foreign Credit Party to any Administrative Agent in its capacity as such;




     (ii) Second, to payment of that portion of such Obligations constituting accrued and unpaid
interest, allocated ratably among the Canadian Lender Parties in proportion to the Canadian
Dollar Equivalent of the respective amounts described in this clause Second payable to them;




     (iii) Third, to payment of that portion of such Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable by any Foreign Credit Party to the
Canadian Secured Parties (including fees, charges and disbursements of counsel to the respective
Canadian Secured Parties and amounts payable under Article II), ratably among such Canadian
Secured Parties in proportion to the Canadian Dollar Equivalent of the amounts described in this
clause Third payable to them;




     (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Obligations payable by any Foreign Credit Party allocated ratably among the Canadian Lender
Parties in proportion to the Canadian Dollar Equivalent of the respective amounts described in
this clause Fourth held by them;




     (v) Fifth, to the payment of any then due and owing principal and other amounts
constituting part of the Obligations owing by any Foreign Credit Party with respect to Hedging
Arrangements entered into with a Swap Counterparty and applied pro rata to such Swap
Counterparties;




     (vi) Sixth, to the Canadian Administrative Agent for the account of the Canadian Issuing
Lender to cash collateralize that portion of the Canadian Letter of Credit Obligations comprised
of the aggregate undrawn amount of Canadian Letters of Credit;




     (vii) Seventh, to the remaining Obligations owed by any Foreign Credit Party allocated
among such remaining Obligations as determined by the Canadian Administrative Agent and the
Canadian Majority Lenders and applied to such Obligations in the order specified in this clause
(c); and




     (viii) Last, the balance, if any, after all of the Obligations have been indefeasibly paid
in full, to the Canadian Borrower or as otherwise required by any Legal Requirement.


Subject to Section 2.3(i), amounts used to cash collateralize the aggregate undrawn amount of
Canadian Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings
under such Canadian Letters of Credit as they occur. If any amount remains on deposit as cash
collateral after all Canadian Letters of Credit have either been fully drawn or expired, such
remaining amount shall be applied to the other Obligations, if any, in the order set forth above.




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Section 7.7 Currency Conversion After Maturity. Notwithstanding any other provision in
this Agreement, on the date that there has been an acceleration of the maturity of the Obligations
or a termination of the obligations of the Lenders to make Credit Extensions hereunder as a result
of any Event of Default, (i) the Commitments shall automatically and without further act be
terminated; (ii) all Advances and all other Obligations under the US Facility denominated in any
Foreign Currency (including C$) shall be converted into, and all such amounts due thereunder shall
accrue and be payable in, Dollars at the Exchange Rate on such date; (iii) all Advances and all
other Obligations under the Canadian Facility denominated in Dollars shall be converted into, and
all such amounts due thereunder shall accrue and be payable in, Canadian Dollars at the Exchange
Rate on such date; and (iv) on and after such date the interest rate applicable to all such
Obligations shall be the default rate applicable to overdue Base Rate Advances hereunder. From and
after such date, all Advances under the US Facility shall be denominated only in, and all fees due
under this Agreement under the US Facility shall be payable in, Dollars and all Advances under the
Canadian Facility shall be denominated only in, and all fees due under this Agreement under the
Canadian Facility shall be payable in, Canadian Dollars.




ARTICLE VIII

THE ADMINISTRATIVE AGENTS AND ISSUING LENDERS



Section 8.1 Appointment and Authority. Each Lender and each Issuing Lender hereby (a)
irrevocably appoints Wells Fargo to act on its behalf as the US Administrative Agent hereunder and
under the other Credit Documents and HSBC to act on its behalf as the Canadian Administrative Agent
hereunder and under the other Credit Documents, and (b) authorizes such Administrative Agents to
take such actions on its behalf and to exercise such powers as are delegated to such Administrative
Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article VIII are solely for the benefit of the Lender
Parties, and neither the Company nor any other Credit Party shall have rights as a third party
beneficiary of any of such provisions.



Section 8.2 Rights as a Lender. The Person serving as the US Administrative Agent or
Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the US Administrative
Agent or Canadian Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the US
Administrative Agent or Canadian Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with the Company or
any Subsidiary or other Affiliate thereof as if such Person were not the US Administrative Agent or
the Canadian Administrative Agent hereunder and without any duty to account therefor to the
Lenders.



Section 8.3 Exculpatory Provisions. Neither Administrative Agent shall have any duties or
obligations except those expressly set forth herein and in the other Credit Documents. Without
limiting the generality of the foregoing, neither Administrative Agent:




     (a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing;



     (b) shall have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Credit
Documents that the such Administrative Agent is required to exercise as directed in writing by the
US Revolving Majority Lenders, Term B Majority Lenders, or Canadian Majority Lenders, as applicable
(or such other number or



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percentage of the Lenders as shall be expressly provided for herein or in the other Credit
Documents), provided that neither Administrative Agent shall be required to take any action
that, in its opinion or the opinion of its counsel, may expose such Administrative Agent to
liability or that is contrary to any Credit Document or applicable law; and




     (c) shall, except as expressly set forth herein and in the other Credit Documents, have any
duty to disclose, nor shall it be liable for the failure to disclose, any information relating to
the Company, any Credit Party or any of its Affiliates that is communicated to or obtained by the
Person serving as the US Administrative Agent or Canadian Administrative Agent or any of its
Affiliates in any capacity.


Neither Administrative Agent shall be liable for any action taken or not taken by it (i) with the
consent or at the request of the US Revolving Majority Lenders, Term B Majority Lenders, or
Canadian Majority Lenders, as applicable (or such other number or percentage of the Lenders as
shall be necessary, or as such Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 9.2 and 7.1) or (ii) in the absence of its own
gross negligence or willful misconduct. Each Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given to such
Administrative Agent by the Company, a Lender or an Issuing Lender.



Neither Administrative 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 this Agreement or any
other Credit 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 or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Credit Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to such Administrative Agent.



Section 8.4 Reliance by Administrative Agent. Each Administrative Agent 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,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. Each Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Credit Extension that by its terms must
be fulfilled to the satisfaction of a Lender or an Issuing Lender, each Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Lender unless such
Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender
prior to the making of such Credit Extension. Each Administrative Agent may consult with legal
counsel (who may be counsel for the Company), independent 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 any such counsel, accountants or experts.



Section 8.5 Delegation of Duties. Each Administrative Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Credit Document by or
through any one or more sub-agents appointed by such Administrative Agent. Each Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this Article
shall apply to any such sub-agent and to the Related Parties of each Administrative Agent and any
such sub-agent, and shall apply to their




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respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.



Section 8.6 Resignation of Administrative Agent or Issuing Lender. Each Administrative
Agent and each Issuing Lender may at any time give notice of its resignation to the other Lender
Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Revolving
Majority Lenders and the Term B Majority Lenders shall have the right, in consultation with the US
Borrower, to appoint a successor US Administrative Agent, which shall be a bank with an office in
Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US
Revolving Majority Lenders shall have the right, in consultation with the US Borrower to appoint a
successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an
Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders
shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian
Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident
Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office
in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender
gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as
applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing
lender meeting the qualifications set forth above provided that if the retiring Administrative
Agent or Issuing Lender shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, shall
be discharged from its duties and obligations hereunder and under the other Credit Documents
(except that (y) in the case of any collateral security held by such Administrative Agent on behalf
of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect
to any Letters of Credit outstanding on the effective date of its resignation and the provisions
affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of
the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all
payments, communications and determinations provided to be made by, to or through the retiring
Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each
applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor
Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the
acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the
retiring Administrative Agent or Issuing Lender, as applicable, shall be discharged from all of its
duties and obligations hereunder or under the other Credit Documents (if not already discharged
therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor
Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring
Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit
Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h)
shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent or Issuing Lender, as applicable,
was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian
Issuing Lender.



Section 8.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party
acknowledges that it has, independently and without reliance upon any Administrative Agent or any
other Lender Party or any of their Related Parties and based on such documents and information as
it has




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deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender Party also acknowledges that it will, independently and without reliance upon any
Administrative Agent or any other Lender Party or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Credit
Document or any related agreement or any document furnished hereunder or thereunder.



Section 8.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of
the Bookrunners, Arrangers, Syndication Agents and Documentation Agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Credit Documents, except in its capacity, as applicable, as the US Administrative Agent, Canadian
Administrative Agent, a Lender or an Issuing Lender hereunder.



Section 8.9 Collateral Matters.




     (a) Each Administrative Agent is authorized on behalf of the Lenders, without the necessity of
any notice to or further consent from the Lenders, from time to time, to take any actions with
respect to any Collateral or Security Documents which may be necessary to perfect and maintain
Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security
Documents. Each Administrative Agent is further authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from the Lenders, from time to time, to take any
action (other than enforcement actions requiring the consent of, or request by, the Majority
Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be
reasonably necessary to preserve any rights or privileges of the Lenders under the Credit Documents
or applicable law.



     (b) The Lenders irrevocably authorize each Administrative Agent to release any Lien granted to
or held by such Administrative Agent upon any Collateral: (i) upon termination of the Commitments,
termination or expiration of all Letters of Credit, and payment in full of all Total Outstandings
and all other Obligations payable under this Agreement and under any other Credit Document; (ii)
constituting Property sold or to be sold or disposed of as part of or in connection with any
disposition permitted under this Agreement or the other Credit Documents; (iii) constituting
Property in which the Company or any Subsidiary owned no interest at the time the Lien was granted
or at any time thereafter; (iv) constituting Property leased to the Company or any Subsidiary under
a lease which has expired or has been terminated in a transaction permitted under this Agreement or
is about to expire and which has not been, and is not intended by the Company or such Subsidiary to
be, renewed or extended; or (v) if approved, authorized or ratified in writing by the applicable
Majority Lenders or all the Lenders, as the case may be, as required by Section 9.2. Upon the
request of an Administrative Agent at any time, the Lenders will confirm in writing such
Administrative Agent’s authority to release particular types or items of Collateral pursuant to
this Section 8.9.


Section 8.10 Marshaling Rights of Lender Parties; Allocation of Losses. Notwithstanding
anything herein or in any other Credit Document to the contrary, the Canadian Secured Parties, by
receipt of the benefits of the US Collateral, hereby acknowledge the marshaling rights of the US
Administrative Agent and US Lenders. The Canadian Administrative Agent is hereby authorized on
behalf of the Canadian Lenders for the Canadian Lenders and its Affiliates that are Swap
Counterparties to, and the US Administrative Agent is hereby authorized on behalf of the US Lenders
for the US Lenders and its Affiliates that are Swap Counterparties to, enter into an intercreditor
agreement in form and substance reasonably acceptable to the Administrative Agents addressing
certain allocation of losses among the Secured Parties, as more particularly provided therein. A
copy of such intercreditor agreement will be made available to each Secured Party on the Closing
Date and thereafter upon request. Each Secured





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Party acknowledges and agrees to the terms of such intercreditor agreement and agrees that the
terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were
a party thereto.




ARTICLE IX




MISCELLANEOUS




Section 9.1 Expenses; Indemnity; Damage Waiver.




     (a) Costs and Expenses. Each Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by any Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for such Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by Issuing Lenders in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by any Lender Party (including the fees, charges and disbursements of any counsel for any Lender
Party), in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Credit Documents, including its rights under this Section, or (B) in
connection with the Advances made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Advances or Letters of Credit.



     (b) Indemnification by the Borrowers. Each Borrower shall, and does hereby indemnify,
each Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, 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), incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by any Borrower or any other Credit Party arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other Credit Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of
their respective obligations hereunder or thereunder, the consummation of the transactions
contemplated hereby or thereby, or, in the case of any Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Credit
Documents, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by an Issuing Lender 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 Borrower or any of its Subsidiaries, or
any Environmental Liability related in any way to any Borrower 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 the Company or any other Credit Party, and regardless of whether any Indemnitee is a party
thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; 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 the Company or any other Credit Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Credit



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Document, if the Company or such other Credit Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction.



     (c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the any Administrative Agent (or any sub-agent thereof), any Issuing Lender or any Related Party
of any of the foregoing, each Lender severally agrees to pay to such Administrative Agent (or any
such sub-agent), such Issuing Lender or such Related Party, as the case may be, such Lender’s
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against such Administrative Agent (or any such sub-agent) or such Issuing Lender in
its capacity as such, or against any Related Party of any of the foregoing acting for such
Administrative Agent (or any such sub-agent) or such Issuing Lender in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions
of Section 2.6(e).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use
of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Credit Documents or the transactions contemplated
hereby or thereby except where the same are a result of such Indemnitee’s gross negligence or
willful misconduct.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after written demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of any
Administrative Agent and any Issuing Lender, the replacement of any Lender, the termination of the
Aggregate Commitments, termination or expiration of all Letters of Credit, and the repayment,
satisfaction or discharge of all the other Obligations.


Section 9.2 Waivers and Amendments. No amendment or waiver of any provision of this
Agreement, the Notes, or any other Credit Document, nor consent to any departure by any Credit
Party therefrom, shall in any event be effective unless the same shall be in writing and signed by
the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given;
provided that:




     (a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term B
Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or interest on,
the Term B Advances, (ii) postpone or extend any date fixed for any payment of principal of, or
interest on, the Term B Advances, including the Term B Maturity Date, or (iii) change the number of
Term B Lenders which shall be required for the Term B Lenders to take any action hereunder or under
any other Credit Document;



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     (b) no amendment, waiver, or consent shall, unless in writing and signed by all the US
Revolving Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or
interest on, the US Revolving Advances, (ii) postpone or extend any date fixed for any payment of
principal of, or interest on, the US Revolving Advances, including the Revolving Maturity Date, or
(iii) change the number of US Revolving Lenders which shall be required for the US Revolving
Lenders to take any action hereunder or under any other Credit Document;



     (c) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian
Lenders and the Canadian Borrower, do any of the following: (i) reduce the principal of, or
interest on, the Canadian Advances, (ii) postpone or extend any date fixed for any payment of
principal of, or interest on, the Canadian Advances, including the Revolving Maturity Date, or
(iii) change the number of Canadian Lenders which shall be required for the Canadian Lenders to
take any action hereunder or under any other Credit Document;



     (d) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders
and both Borrowers, do any of the following: (i) waive any of the conditions specified in Article
III, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document
(other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate
Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts
payable hereunder (other than those otherwise specifically addressed in this Section 9.2), (v)
other than as a result of acceleration pursuant to Article VII, change the Term B Maturity Date to
a date that is earlier than one day after the then effective Revolving Maturity Date, amend the
amortization schedule thereof so as to require more than 1% per annum of the aggregate Term B
Advances outstanding hereunder, or otherwise change any provision hereof which would have the
effect of increasing the aggregate amount of Term B Advances that are required to be paid in any
given year, (vi) amend Section 2.6(e), Section 7.6, this Section 9.2 or any other provision in any
Credit Document which expressly requires the consent of, or action or waiver by, all of the
Lenders, (vii) release any Guarantor from its obligation under any Guaranty or, except as
specifically provided in the Credit Documents, release all or a material portion of the Collateral;
or (viii) amend the definitions of “Majority Lenders”, “US Revolving Majority Lenders”, “Canadian
Majority Lenders”, “Term B Majority Lenders”, or “Maximum Exposure Amount”;



     (e) no Commitment of a Lender or any obligations of a Lender may be increased without such
Lender’s written consent;



     (f) no amendment, waiver, or consent shall, unless in writing and signed by the US Revolving
Majority Lenders, Canadian Majority Lenders and the Term B Majority Lenders, adversely affect the
interests, rights or obligations of the US Revolving Lenders or the Canadian Lenders in a manner
substantially different from the effect of such amendment, waiver or consent on the Term B Lenders,
it being understood that, if the excess of the aggregate Revolving Commitments over the aggregate
Revolving Outstandings, is greater than $0, any amendment, waiver or consent that has the effect of
curing or waiving any Default shall require the consent of the Revolving Majority Lenders in
addition to all other consents required hereunder;



     (g) no amendment, waiver, or consent shall, unless in writing and signed by the US Revolving
Majority Lenders, Canadian Majority Lenders and the Term B Majority Lenders, adversely affect the
interests, rights or obligations of the Term B Lenders in a manner substantially different from the
effect of such amendment, waiver or consent on the Revolving Lenders;



     (h) no amendment, waiver, or consent shall, unless in writing and signed by the applicable
Administrative Agent in addition to the Lenders required above to take such action, affect the
rights or duties of such Administrative Agent under this Agreement or any other Credit Document;



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     (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable
Issuing Lender in addition to the Lenders required above to take such action, affect the rights or
duties of such Issuing Lender under this Agreement or any other Credit Document; and



     (j) no amendment, waiver or consent shall, unless in writing and signed by the Applicable
Swingline Lender in addition to the Lenders required above to take such action, affect the rights
or duties of such Swingline Lender under this Agreement or any other Credit Document.


Section 9.3 Severability. In case one or more provisions of this Agreement or the other
Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality, and enforceability of the remaining provisions contained herein or
therein shall not be affected or impaired thereby.



Section 9.4 Survival of Representations and Obligations. All representations and
warranties contained in this Agreement or made in writing by or on behalf of any Borrower in
connection herewith shall survive the execution and delivery of this Agreement and the other Credit
Documents, the making Credit Extensions and any investigation made by or on behalf of the Lenders,
none of which investigations shall diminish any Lender’s right to rely on such representations and
warranties. All obligations of any Borrower provided for in Sections 2.12, 2.13, 2.15(b), and
9.1(a), (b) and (d) and all of the obligations of the Lenders in Section 9.1(c) shall survive any
termination of this Agreement, repayment in full of the Obligations, and termination or expiration
of all Letters of Credit.



Section 9.5 Successors and Assigns Generally. 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 neither Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender Party and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an
Eligible Assignee in accordance with the provisions of Section 9.6(a), (b) by way of participation
in accordance with the provisions of Section 9.6(d) or (c) by way of pledge or assignment of a
security interest subject to the restrictions of Section 9.6(e) (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 Section
9.6(c) and, to the extent expressly contemplated hereby, the Related Parties of each Administrative
Agent and each Lender) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



Section 9.6 Lender Assignments and Participations.




     (a) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Advances at the time owing to it); provided that




     (i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s applicable Commitment and the Advances under such Commitment at the time owing to it or
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes
Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Advances of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Applicable Administrative Agent or, if “Trade Date” is specified
in the Assignment and Assumption, as of the Trade Date) shall not be less than $3,000,000 in the
case of any assignment



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in respect the Revolving Facilities, unless the Applicable Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent
(each such consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment for purposes
of determining whether such minimum amount has been met;




     (ii) 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
applicable Class of Advances or the applicable Commitment assigned, except that this clause (ii)
shall not prohibit any Lender from assigning all or a portion of its rights and obligations
among separate Facilities on a non-pro rata basis;




     (iii) any assignment of a Revolving Commitment must be approved by the Applicable
Administrative Agent and the Applicable Issuing Lender unless the Person that is the proposed
assignee is itself a Lender with a Revolving Commitment (whether or not the proposed assignee
would otherwise qualify as an Eligible Assignee);




     (iv) the parties to each assignment shall execute and deliver to the Applicable
Administrative Agent an Assignment and Assumption, together with a processing and recordation
fee of $2,000 (it being understood that only one such processing fee is payable for the series
of concurrent assignments to members of an Assignee Group or the series of concurrent
assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible
Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire;
and




     (v) copies of any Assignment and Assumption received by the Canadian Administrative Agent
shall be promptly forwarded to the US Administrative Agent.


Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to
paragraph (b) of this Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, 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 Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption 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 2.12, 2.13, 2.15(b), 9.1(a), 9.1(b),
9.1(c), and 9.1(d) 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 (c) of this Section.




     (b) Register. The US Administrative Agent, acting solely for this purpose as an agent
of the US Borrower, shall maintain at one of its offices in Denver, Colorado or Houston, Texas a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the
names and addresses of the US Lenders, and the US Revolving Commitments and Term B Commitments of,
and principal amounts of the US Advances owing to, each US Lender pursuant to the terms hereof from
time to time (the “US Register”). The Canadian Administrative Agent, acting solely for this
purpose as an agent of the Canadian Borrower, shall maintain at one of its offices in Calgary,
Alberta Canada a copy of each



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Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Canadian Lenders, and the Canadian Commitments of, and principal amounts of the
Canadian Advances owing to, each Lender pursuant to the terms hereof from time to time (the
“Canadian Register”; together with the US Register, the “Registers”). The
entries in the applicable Register shall be conclusive absent manifest error, and the Borrowers and
the Lender Parties may treat each Person whose name is recorded in the applicable Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary.



     (c) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower or any Administrative Agent, sell participations to any Person (other than a natural
person or the Company or any of the Company’s Affiliates or Subsidiaries) (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 Commitments and/or the Advances 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 and (iii) the Borrowers and the Lender Parties shall continue to deal solely and
directly with such Lender Party in connection with such Lender Party’s rights and obligations under
this Agreement.



     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 described in clauses (a), (b), (c) or
(d) of this Section 9.6 (that adversely affects such Participant). Subject to paragraph (d) of
this Section, each Borrower agrees that each Participant shall be entitled to the benefits of, and
subject to the requirements of, Sections 2.12, 2.13 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4
as though it were a Lender, provided such Participant agrees to be subject to Section 2.14(f) as
though it were a Lender.



     (d) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 2.13 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 Applicable Borrower’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 2.15 unless the Applicable Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of such Borrower, to comply with
Section 2.15(d), in which case Section 2.15 shall be applied as if such Participant had become a
Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section;
provided that, in no event shall such Participant be entitled to receive any greater payment under
Section 2.15 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant.



     (e) Certain Pledges. 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 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 9.7 Notices, Etc.




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     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows: (i) if to the US Borrower, the Canadian Borrower, or any other Credit Party, at the
applicable address (or telecopier numbers) set forth on Schedule III; (ii) if to the US
Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender,
at the applicable address (or telecopier numbers) set forth on Schedule III; and (iii) if to a
Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in paragraph (b) below,
shall be effective as provided in said paragraph (b).



     (b) Electronic Communications.




     (i) The Borrowers and the Lenders agree that the Administrative Agents may make any
material delivered by any Borrower to any Administrative Agent, as well as any amendments,
waivers, consents, and other written information, documents, instruments and other materials
relating to the Company, any of its Subsidiaries, or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the
“Communications”) available to the Lenders by posting such notices on an electronic
delivery system (which may be provided by any Administrative Agent, an Affiliate of an
Administrative Agent, or any Person that is not an Affiliate of an Administrative Agent), such
as IntraLinks, or a substantially similar electronic system (the “Platform”). The
Borrowers acknowledge that (i) the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and (iii) none of the
Administrative Agents nor any of their respective Affiliates warrants the accuracy,
completeness, timeliness, sufficiency, or sequencing of the Communications posted on the
Platform. The Administrative Agents and their respective Affiliates expressly disclaim with
respect to the Platform any liability for errors in transmission, incorrect or incomplete
downloading, delays in posting or delivery, or problems accessing the Communications posted on
the Platform and any liability for any losses, costs, expenses or liabilities that may be
suffered or incurred in connection with the Platform. No warranty of any kind, express, implied
or statutory, including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from viruses or other code
defects, is made by either Administrative Agent or any of their respective Affiliates in
connection with the Platform.




     (ii) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communication has been posted to the Platform shall for
purposes of this Agreement constitute effective delivery to such Lender of such information,
documents or other materials comprising such Communication. Each Lender agrees (i) to notify,
on or before the date such Lender becomes a party to this Agreement, the Applicable Agent in
writing of such Lender’s e-mail address to which a Notice may be sent (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail address for such Lender)
and (ii) that any Notice may be sent to such e-mail address.



     (c) Change of Address, Etc. Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other parties hereto.



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Section 9.8 Confidentiality. Each Administrative Agent, each Lender and each Issuing
Lender agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Credit Document or any action or proceeding relating to this Agreement or any other
Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Company and its obligations, (g) with the consent of the
Company or (h) to the extent such Information (x) becomes publicly available other than as a result
of a breach of this Section or (y) becomes available to any Lender Party or any of their respective
Affiliates on a nonconfidential basis from a source other than a Credit Party. For purposes of
this Section, “Information” means all information received from the Company or any of its
Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to Lender Party on a nonconfidential
basis prior to disclosure by the Company or any of its Subsidiaries. Any Person required to
maintain the confidentiality of Information as provided in this Section 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 to its own
confidential information.



Section 9.9 Business Loans. Each Borrower warrants and represents that the Obligations are
and shall be for business, commercial, investment or other similar purposes and not primarily for
personal, family, household or agricultural use, as such terms are used in Chapter One
(“Chapter One”) of the Texas Credit Code. At all such times, if any, as Chapter One shall
establish a Maximum Rate, the Maximum Rate shall be the “indicated rate ceiling” (as such term is
defined in Chapter One) from time to time in effect.



Section 9.10 Usury Not Intended. It is the intent of each Borrower and each Lender in the
execution and performance of this Agreement and the other Credit Documents to contract in strict
compliance with applicable usury laws, including conflicts of law concepts, governing the Advances
of each Lender including such applicable laws of the State of Texas, the United States from time to
time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender
notwithstanding the other provisions of this Agreement. In furtherance thereof, the Lenders and
the Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement
or the other Credit Documents shall ever be construed to create a contract to pay, as consideration
for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate
and that for purposes of this Agreement and all other Credit Documents, “interest” shall include
the aggregate of all charges which constitute interest under such laws that are contracted for,
charged or received under this Agreement or any other Credit Document; and in the event that,
notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved,
charged, received or paid on the Advances, include amounts which by applicable law are deemed
interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and
each Lender receiving same shall credit the same on the principal of its Advances owing to such
Lender (or if all such Advances shall have been paid in full, refund said excess to the Applicable
Borrower). In the event that the maturity of the Advances are accelerated by reason of any
election of the holder thereof resulting from any Event of Default under this Agreement or
otherwise,


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or in the event of any required or permitted prepayment, then such consideration that constitutes
interest may never include more than the Maximum Rate, and excess interest, if any, provided for in
this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited on the applicable Advances (or, if the
applicable Advances shall have been paid in full, refunded to the applicable Borrower of such
interest). In determining whether or not the interest paid or payable under any specific
contingencies exceeds the Maximum Rate, the Borrowers and the Lenders shall to the maximum extent
permitted under applicable law amortize, prorate, allocate and spread in equal parts during the
period of the full stated term of the Advances all amounts considered to be interest under
applicable law at any time contracted for, charged, received or reserved in connection with the
Advances. The provisions of this Section shall control over all other provisions of this Agreement
or the other Credit Documents which may be in apparent conflict herewith.



Section 9.11 Usury Recapture. In the event the rate of interest chargeable under this
Agreement or any other Credit Document at any time is greater than the Maximum Rate, the unpaid
principal amount of the Advances shall bear interest at the Maximum Rate until the total amount of
interest paid or accrued on the Advances equals the amount of interest which would have been paid
or accrued on the Advances if the stated rates of interest set forth in this Agreement or
applicable Credit Document had at all times been in effect. In the event, upon payment in full of
the Advances, the total amount of interest paid or accrued under the terms of this Agreement and
the Advances is less than the total amount of interest which would have been paid or accrued if the
rates of interest set forth in this Agreement or such Credit Document had, at all times, been in
effect, then the applicable Borrower shall, to the extent permitted by applicable law, pay the
Applicable Administrative Agent for the account of the applicable Lender Party an amount equal to
the difference between (i) the lesser of (A) the amount of interest which would have been charged
on Advances owed to it if the Maximum Rate had, at all times, been in effect and (B) the amount of
interest which would have accrued on such Advances if the rates of interest set forth in this
Agreement had at all times been in effect and (ii) the amount of interest actually paid under this
Agreement or any Credit Document on Advances owed to it. In the event the any Lender Party ever
receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount
shall, to the extent permitted by law, be applied to the reduction of the principal balance of the
Advances, and if no such principal is then outstanding, such excess or part thereof remaining shall
be paid to the applicable Borrower.



Section 9.12 Judgment Currency. If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be
payable herein (the “specified currency”) into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used shall be that at
which in accordance with usual and customary banking procedures the US Administrative Agent could
purchase the specified currency with such other currency at any of the US Administrative Agent’s
offices in the United States of America on the Business Day preceding that on which final judgment
is given. The obligations of the Borrowers in respect of any sum due to any Lender Party hereunder
shall, notwithstanding any judgment in a currency other than the specified currency, be discharged
only to the extent that on the Business Day following receipt by such Lender, such Issuing Lender
or such Administrative Agent (as the case may be) of any sum adjudged to be so due in such other
currency such Lender, such Issuing Lender or such Administrative Agent (as the case may be) may in
accordance with normal, reasonable banking procedures purchase the specified currency with such
other currency. If the amount of the specified currency so purchased is less than the sum
originally due to such Lender, such Issuing Lender or such Administrative Agent, as the case may
be, in the specified currency, the applicable Borrower agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender, such Issuing Lender or such Administrative Agent, as the case may be, against such
loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due
to any Lender, such Issuing Lender or such Administrative Agent, as the case may be, in the
specified currency and (b) any amounts shared with other Lenders as a result of allocations of such


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excess as a disproportionate payment to such Lender under Section 2.14, each Lender, Issuing Lender
or each Administrative Agent, as the case may be, agrees to promptly remit such excess to the
Applicable Borrower.



Section 9.13 Payments Set Aside. To the extent that any payment by or on behalf of any
Borrower is made to any Lender Party, or any Lender Party exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by any Lender Party in its discretion) to be repaid to a trustee, receiver or any other party,
in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff
had not occurred, and (b) each Lender and each Issuing Lender severally agrees to pay to the
Applicable Administrative Agent upon demand its applicable share (without duplication) of any
amount so recovered from or repaid by the Applicable Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the Issuing Lenders under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.




Section 9.14 Governing Law; Submission to Jurisdiction.




     (a) Governing Law. This Agreement, the Notes and the other Credit Documents (unless
otherwise expressly provided therein) shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas. Without limiting the intent of the parties set
forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and
revolving tri-party accounts (formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)), shall
not apply to this Agreement, the Notes, or the transactions contemplated hereby and (b) to the
extent that any Lender may be subject to Texas law limiting the amount of interest payable for its
account, such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect.



     (b) Submission to Jurisdiction. Each Borrower irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any Federal or Texas
state court sitting in Harris County, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Credit Document, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such Texas State court or, to the fullest extent permitted by applicable law, in 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 in any other Credit Document
shall affect any right that any Lender Party may otherwise have to bring any action or proceeding
relating to this Agreement or any other Credit Document against any Credit Party or its properties
in the courts of any jurisdiction.



     (c) Waiver of Venue. Each Borrower irrevocably and unconditionally waives, to the
fullest extent permitted by applicable law, any objection that it may now or hereafter have to the
laying of venue of any action or proceeding arising out of or relating to this Agreement or any
other Credit Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby 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.



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     (d) Service of Process. Each party hereto irrevocably consents to service of process
in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right
of any party hereto to serve process in any other manner permitted by applicable law.



Section 9.15 Execution and Effectiveness.




     (a) Execution in Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the
other Credit Documents, and any separate letter agreements with respect to fees payable to the
Administrative Agents, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement shall become effective when it shall have
been executed by the Administrative Agents and when the US Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.



     (b) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or
any state laws based on the Uniform Electronic Transactions Act.


Section 9.16 Waiver of Jury. EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 CREDIT DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



Section 9.17 USA PATRIOT ACT Notice. Each Lender that is subject to the Act (as
hereinafter defined) and each Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information includes the
name and address of each Borrower and other information that will allow such Lender or such
Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.




     PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH
THE AMOUNT INVOLVED IN THE LOAN AGREEMENT EXCEEDS $50,000.00 IN VALUE IS NOT ENFORCEABLE UNLESS THE
LOAN



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AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED
REPRESENTATIVE.



     THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH
SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN
THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE
CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
WITH RESPECT TO THE SUBJECT MATTERS SET FORTH HEREIN 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.




[Remainder of this page intentionally left blank. Signature pages follow.]




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     EXECUTED as of the date first above written.



	 	 	 	 	 
	BORROWERS:	 	COMPLETE PRODUCTION SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ J. Michael Mayer
	 

	 	 	 	 
	 

	 	 	 	J. Michael Mayer
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	INTEGRATED PRODUCTION SERVICES LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	James Hill
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	LENDER PARTIES:	 	WELLS FARGO BANK,
	 

	 	 	 	NATIONAL ASSOCIATION
	 	 	as US Administrative Agent, US Swingline Lender,
US Issuing Lender, a US Revolving Lender and a
Term B Lender
	 
	 	 	 	 
	 

	 	By:	 	/s/ Philip C. Lauinger III
	 

	 	 	 	 
	 

	 	 	 	Philip C. Lauinger III
	 

	 	 	 	Vice President






Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	HSBC BANK CANADA

as Canadian Administrative Agent, Canadian
Swingline Lender, Canadian Issuing Lender and a
Canadian Lender

	 	 

	By:
	/s/ Perry Englot
	 	 

	Name:
	Perry Englot
	 	 

	Title:
	Vice President and Manager
	 	 

	 
	By:
	/s/ Bruce Robinson
	 	 

	Name:
	Bruce Robinson
	 	 

	Title:
	Assistant Vice President
Commercial Financial
Services
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	 

	AMEGY BANK N.A.

as a US Revolving Lender and a Term B Lender
	 
	 	 
	 

	By:	/s/ Carmen Jordan
	 

	 	 
	 

	Name: 	Carmen Jordan
	 

	 	 
	 

	Title:	Senior Vice President
	 

	 	 






Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	    COMERICA BANK

as a US Revolving Lender and a Term B Lender

	 

	By:
	/s/ Mona M. Foch
	 	 

	Name:
	Mona M. Foch
	 	 

	Title:
	Senior Vice President - Texas Division
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	UBS LOAN FINANCE LLC

as a US Revolving Lender

	 

	By:
	 /s/ Doris Mesa 
	 	 

	Name:
	 Doris Mesa
	 	 

	Title:
	 Associate Director Banking Products Services, US
	 	 

	 

	By:
	 /s/ Salloz Slkka 
	 	 

	Name:
	 Salloz Slkka
	 	 

	Title:
	 Associate Director Banking Products Services, US
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	UBS AG, STAMFORD BRANCH

as a Term B Lender

	 

	By:
	 /s/ Doris Mesa 
	 	 

	Name:
	 Doris Mesa
	 	 

	Title:
	 Associate Director Banking Products Services, US
	 	 

	 

	By:
	 /s/ Salloz Slkka 
	 	 

	Name:
	 Salloz Slkka
	 	 

	Title:
	 Associate Director Banking Products Services, US
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	
CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as a US Revolving Lender

	 

	By:
	/s/ Vanessa Gomez
	 	 

	Name:
	Vanessa Gomez
	 	 

	Title:
	Vice President
	 	 

	 

	By:
	/s/ David Dodd
	 	 

	Name:
	David Dodd
	 	 

	Title:
	Vice President
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	CITIBANK TEXAS, N.A.

as a US Revolving Lender and a Term B Lender

	 

	By:
	/s/ Dale T. Wilson
	 	 

	Name:
	Dale T. Wilson
	 	 

	Title:
	Senior Vice President 
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 
	NATEXIS BANQUES POPULAIRES

as a US Revolving Lender and a Term B Lender

	 

	By:
	/s/ Timothy L. Polvado
	 	 

	Name:
	Timothy L. Polvado
	 	 

	Title:
	Vice President and Group Manager
	 	 

	 

	By:
	/s/ Donovan C. Broussard
	 	 

	Name:
	Donovan C. Broussard
	 	 

	Title:
	Vice President and Manager
	 	 







Signature page to Credit Agreement

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 
	 	BANK OF TEXAS, N.A.

as a US Revolving Lender and a Term B Lender

 	 
	 	By:  	/s/ Valerie B. Gibbs 	 
	 	 	Valerie B. Gibbs 	 
	 	 	Executive Vice President 	 
	 



Signature page to Credit Agreement

(Complete Production Services, Inc.)





 









 







SCHEDULE I

Pricing Schedule




Part 1



The Applicable Margin with respect to Commitment Fees and Advances under the Revolving Facilities
shall be determined in accordance with the following Table 1 based on the Company’s Leverage Ratio
as reflected in the Compliance Certificate delivered in connection with the Financial Statements
most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin
shall be effective on the date the US Administrative Agent receives the applicable Financial
Statements and corresponding Compliance Certificate as required by the terms of this Agreement. If
the Company fails to deliver the Financial Statements and corresponding Compliance Certificate to
the US Administrative Agent at the time required pursuant to Section 5.2, then effective as of the
date such Financial Statements and Compliance Certificate were required to the delivered pursuant
to Section 5.2, the Applicable Margin with respect to Commitment Fees and Advances under the
Revolving Facilities shall be determined at Level VI and shall remain at such level until the date
such Financial Statements and corresponding Compliance Certificate are so delivered by the Company.
Notwithstanding the foregoing, the Company shall be deemed to be at Level V described in Table 1
below until delivery of its audited Financial Statements and corresponding Compliance Certificate
for the fiscal year ending December 31, 2005.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable	 	Leverage Ratio	 	Eurocurrency/	 	Base Rate	 	Commitment
	Margin	 	 	 	BA Margin	 	Margin	 	Fee
	Level I

	 	Is less than 1.25
	 	 	1.25	%	 	 	0.25	%	 	 	0.25	%
	Level II

	 	Is equal to or greater than
1.25 but less than 2.00
	 	 	1.50	%	 	 	0.50	%	 	 	0.30	%
	Level III

	 	Is equal to or greater than
2.00 but less than 2.50
	 	 	1.75	%	 	 	0.75	%	 	 	0.30	%
	Level IV

	 	Is equal to or greater than
2.50 but less than 3.00
	 	 	2.25	%	 	 	1.25	%	 	 	0.375	%
	Level V

	 	Is equal to or greater than
3.00 but less than 3.50
	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%
	Level VI

	 	Is equal to or greater than 3.50
	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%






Part 2




     The Applicable Margin with respect to Term B Advances (a) that are Eurocurrency Advances shall
be 2.75% and (b) that are Base Rate Advances shall be 1.75%; provided that if, after the Closing
Date, either Moody’s or S&P upgrades its rating for the Term B Advances and the Revolving Advances,
then effective as of the date on which such upgrade is first announced or published by the
applicable rating agency, or in the absence of such announcement, effective as of the effective
date of such upgraded rating, the Applicable Margin with respect to Term B Advances (a) that are
Eurocurrency Advances shall be 2.50% and (b) that are Base Rate Advances shall be 1.50%.



Schedule I

Page 1 of 1





 









 







SCHEDULE II




Revolving Commitments




	 	 	 	 	 	 	 	 	 
	Lenders	 	US Revolving Commitment	 	 	Canadian Commitment	 
	Wells Fargo Bank, National
Association
	 	$	35,000,000.00	 	 	$	0	 
	HSBC Bank Canada
	 	$	0.00	 	 	$	30,000,000.00	 
	Amegy Bank N.A.
	 	$	30,000,000.00	 	 	$	0	 
	Comerica Bank
	 	$	30,000,000.00	 	 	$	0	 
	UBS Loan Finance LLC
	 	$	9,000,000.00	 	 	$	0	 
	Credit Suisse, Cayman Islands Branch
	 	$	9,000,000.00	 	 	$	0	 
	Citibank Texas, N.A.
	 	$	8,000,000.00	 	 	$	0	 
	Natexis Banques Populaires
	 	$	7,000,000.00	 	 	$	0	 
	Bank of Texas, N.A.
	 	$	2,000,000.00	 	 	$	0	 
	 
	 	 	 	 	 	 
	TOTAL:
	 	$	130,000,000.00	 	 	$	30,000,000.00	 






Schedule II

Page 1 of 1





 









 







SCHEDULE III




Notice Information




	 	 	 	 	 
	US ADMINISTRATIVE AGENT AND US ISSUING LENDER

	Wells Fargo Bank, National Association

	 	Address:
	 	1740 Broadway, MAC C7300-034
	 

	 	 	 	Denver, CO 80209
	 

	 	Attn:
	 	Brett Eubank, Syndications Specialist
	 

	 	Telephone:
	 	(303) 863-5378
	 

	 	Facsimile:
	 	(303) 863-5533
	 
	 	 	 	 
	 

	 	with a copy to:	 	 
	 

	 	Address:
	 	1000 Louisiana, 9th Floor
	 

	 	 	 	MAC T5002-090
	 

	 	 	 	Houston, Texas 77002
	 

	 	Attn:
	 	Philip C. Lauinger III, Vice President
	 

	 	 	 	& Senior Relationship Manager
	 

	 	Telephone:
	 	(713) 319-1313
	 

	 	Facsimile:
	 	(713) 739-1087
	CANADIAN ADMINISTRATIVE AGENT AND CANADIAN ISSUING LENDER

	HSBC Bank Canada

	 	Address:	 	 
	 

	 	 	 	407 - 8th Avenue S.W.
	 

	 	 	 	Calgary, Alberta
	 

	 	 	 	T2P 1E5 Canada
	 

	 	Attn:
	 	Assistant Vice President, Energy Financing
	 

	 	Facsimile:
	 	(403) 693-8561
	Credit Parties

	US Borrower

	 	Address:	 	 
	US Subsidiary Guarantors

	 	 	 	c/o Complete Production Services, Inc.
	 

	 	 	 	14450 JFK Blvd., Suite 400
	 

	 	 	 	Houston, TX 77032
	 

	 	Attn:
	 	Mike Mayer
	 

	 	Facsimile:
	 	(281) 582-9689
	 
	 	 	 	 
	Canadian Borrower

	 	Address:	 	 
	Foreign Subsidiary Guarantors

	 	 	 	c/o Integrated Production Services Ltd.
	 

	 	 	 	Suite 1000, 840-7th Avenue S.W.
	 

	 	 	 	Calgary, Alberta T2P 362
	 

	 	Attn:
	 	Chief Financial Officer
	 

	 	Facsimile:
	 	(403) 258-5255






Schedule III

Page 1 of 1





 









 







SCHEDULE IV




Existing Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Lender	 	Named Account	 	Type of L/C	 	L/C #	 	Amount	 	Expiry
	 	 	Party	 	 	 	 	 	 	 	 	 	 	 	Date
	Wells Fargo Bank,
N.A.

	 	Complete Energy
Services, Inc.
	 	Standby
	 	 	526271	 	 	$	25,000.00	 	 	 	11.30.05	 
	Wells Fargo Bank,
N.A.

	 	Complete Energy
Services, Inc.
	 	Standby
	 	 	530636	 	 	$	715,000.00	 	 	 	12.05.05	 
	Wells Fargo Bank,
N.A.

	 	Complete Energy
Services, Inc.
	 	Commercial
	 	 	8242005	 	 	$	840,000.00	 	 	 	01.21.06	 
	Wells Fargo Bank,
N.A.

	 	I.E. Miller, Inc.
	 	Standby
	 	 	530559	 	 	$	997,500.00	 	 	 	9.30.05	 
	Wells Fargo Bank,
N.A.

	 	Integrated
Production Services
Inc.
	 	Standby
	 	 	537450	 	 	$	1,389,000.00	 	 	 	10.02.05	 
	Wells Fargo Bank,
N.A.

	 	Integrated
Production Services
Inc.
	 	Standby
	 	 	541023	 	 	$	950,000.00	 	 	 	05.31.06	 






Schedule IV

Page 1 of 1





 









 







Schedule 4.1 



Intentionally
Omitted



Schedule 4.1



Intentionally
Omitted



 









 





Schedule 4.1





Intentionally Omitted









 







Schedule 4.10




Intentionally Omitted



 




Schedule 4.10




Intentionally Omitted









 







Schedule 4.11




Intentionally Omitted


Schedule 4.11




Intentionally Omitted









 






Schedule 4.11





Intentionally Omitted









 







Schedule 4.19




Intentionally Omitted



Schedule 4.19





Intentionally Omitted









 







Schedule 5.10




Intentionally Omitted


Schedule 5.10




Intentionally Omitted









 






Schedule 5.10





Intentionally Omitted









 







Schedule 5.11




Intentionally Omitted



Schedule 5.11





Intentionally Omitted









 







Schedule 6.1






Intentionally Omitted









 







Schedule 6.2




Intentionally Omitted



Schedule 6.2





Intentionally Omitted









 







Schedule 6.3




Intentionally Omitted


Schedule 6.3





Intentionally Omitted