Agent to Lenders
141
13.15
Settlement
142
13.16
Letters of Credit; Intra-Lender Issues
145
13.17
Canadian Revolving Loans; Intra-Lender Issues
147
iv
13.18
Concerning the Collateral and the Related Loan Documents
153
13.19
Field Audit and Examination Reports; Disclaimer by Lenders
153
13.20
Relation Among Lenders
154
13.21
Arrangers; Agent
154
13.22
The Register
155
ARTICLE XIV
MISCELLANEOUS
14.1
No Waivers; Cumulative Remedies
156
14.2
Severability
156
14.3
Governing Law; Choice of Forum; Service of Process
156
14.4
WAIVER OF JURY TRIAL
157
14.5
Survival of Representations and Warranties
157
14.6
Other Security and Guarantees
158
14.7
Fees and Expenses
158
14.8
Notices
159
14.9
Waiver of Notices
160
14.10
Binding Effect
160
14.11
Indemnity of the Agent and the Lenders
160
14.12
Limitation of Liability
161
14.13
Final Agreement
161
14.14
Counterparts; Facsimile Signatures
161
14.15
Captions
162
14.16
Right of Setoff
162
14.17
Confidentiality
162
14.18
Conflicts with Other Loan Documents
163
14.19
Collateral Matters
163
14.20
No Fiduciary Relationship
163
14.21
Judgment Currency
163
14.22
Canadian Lenders
164
14.23
U.S. Lenders
164
14.24
USA PATRIOT Act
164
v
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
A - 1
EXHIBIT B-1
U.S. NOTICE OF BORROWING
B - 1 EXHIBIT B-2
CANADIAN NOTICE
OF BORROWING
B - 2 EXHIBIT B-3
SPECIFIED LOAN NOTICE OF BORROWING
B - 3
EXHIBIT C-1
FORM OF U.S. NOTICE OF CONTINUATION/CONVERSION
C - 1 EXHIBIT
C-2
FORM OF CANADIAN NOTICE OF CONTINUATION/CONVERSION
C - 2 EXHIBIT C-3
FORM OF SPECIFIED LOAN NOTICE OF CONTINUATION/CONVERSION
C - 3 EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
D - 1 EXHIBIT E
FORM OF ASSIGNMENT AND
ACCEPTANCE AGREEMENT
E - 1 EXHIBIT F
PERFECTION CERTIFICATE
EXHIBIT G
FORM OF SOLVENCY CERTIFICATE
SCHEDULE 1.1
LENDERS' COMMITMENTS
SCHEDULE
1.2
U.S. SUBSIDIARY BORROWERS
SCHEDULE 1.3
IMMATERIAL SUBSIDIARIES
SCHEDULE 1.4
RECEIVABLES ENTITIES
SCHEDULE 7.4
PRIOR NAMES AND
TRANSACTIONS
SCHEDULE 7.5
SUBSIDIARIES
SCHEDULE 7.7
CAPITALIZATION
SCHEDULE 7.10
REAL ESTATE; LEASES
SCHEDULE 7.12
LITIGATION
SCHEDULE
7.13
LABOR DISPUTES
SCHEDULE 7.14
ENVIRONMENTAL LAW
SCHEDULE 7.17
ERISA AND PENSION PLAN COMPLIANCE
SCHEDULE 7.18
TAXES
SCHEDULE 8.11
PERMITTED INVESTMENTS
SCHEDULE 8.13
DEBT
SCHEDULE 8.15
AFFILIATE
TRANSACTIONS
vi
CREDIT AGREEMENT
This Credit Agreement dated as of June 9, 2008, among the financial institutions
from time to time parties hereto (such financial institutions, together with
their respective successors and assigns, are referred to hereinafter each
individually as a "Lender" and collectively as the "Lenders"), Bank of America,
N.A., with an office at 335 Madison Avenue, New York, New York 10017, as Agent,
U.S. Swingline Lender and Letter of Credit Issuer, Bank of America, N.A. (acting
through its Canada branch), with an office at 200 Front Street West, Toronto,
Ontario, M5V 3L2, as Canadian Swingline Lender and as a Canadian Funding Bank,
UBS Securities LLC, as the syndication agent (in its capacity as the syndication
agent, the "Syndication Agent"), UBS AG Canada Branch, as a Canadian Funding
Bank, Wachovia Bank, National Association, as a co-documentation agent (in its
capacity as a co-documentation agent, a