AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4(n)

U.S. $1,500,000,000 REVOLVING TERM CREDIT FACILITY

AMENDED AND RESTATED CREDIT AGREEMENT

BETWEEN

POTASH CORPORATION OF SASKATCHEWAN INC.
as Borrower

AND

THE BANK OF NOVA SCOTIA,
ROYAL BANK OF CANADA,
BANK OF MONTREAL,
HSBC BANK CANADA,
BANK OF AMERICA, N.A., CANADA BRANCH,
CANADIAN IMPERIAL BANK OF COMMERCE,
EXPORT DEVELOPMENT CANADA
and such other persons as become parties hereto
as Lenders

AND

THE BANK OF NOVA SCOTIA
as Agent of the Lenders

MADE AS OF MAY 29, 2008
AND AMENDED AND RESTATED AS OF JANUARY 21, 2009

TABLE OF CONTENTS

AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AGREEMENT is made as of May 29, 2008 and amended and restated as of January 21, 2009

BETWEEN:

POTASH CORPORATION OF SASKATCHEWAN INC. , a corporation subsisting under the laws of Canada, (hereinafter referred to as the “ Borrower ”),

OF THE FIRST PART,

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THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA , BANK OF MONTREAL, HSBC BANK CANADA, BANK OF AMERICA, N.A., CANADA BRANCH, CANADIAN IMPERIAL BANK OF COMMERCE and EXPORT DEVELOPMENT CANADA, together with such other persons as become parties hereto, as lenders (hereinafter sometimes collectively referred to as the “ Lenders ” and sometimes individually referred to as a “ Lender ”),

OF THE SECOND PART,

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THE BANK OF NOVA SCOTIA , a Canadian chartered bank, as agent of the Lenders hereunder (hereinafter referred to as the “ Agent ”),

OF THE THIRD PART.

          WHEREAS the Borrower, the Agent and certain of the Lenders are parties to the credit agreement made as of May 29, 2008 between the Borrower, certain of the Lenders and the Agent (as amended and supplemented to the date hereof, the “ Existing Credit Agreement ”);

          AND WHEREAS the Borrower has requested the Lenders to provide the Credit Facility to the Borrower on the terms and conditions herein set forth;

          AND WHEREAS the Lenders have agreed to provide the Credit Facility to the Borrower on the terms and conditions herein set forth;

          AND WHEREAS the parties hereto have agreed to amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth;

          AND WHEREAS the Lenders wish the Agent to act on their behalf with regard to certain matters associated with the Credit Facility;

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

          In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ Additional Compensation ” has the meaning set out in Section 11.3(1).

“ Advance ” means an advance of funds made by the Lenders or by any one or more of them to the Borrower, but does not include any Conversion or Rollover.

“ Affected Loan ” has the meaning set out in Section 11.4.

“ Affiliate ” means any person which, directly or indirectly, controls, is controlled by or is under common control with another person; and, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any person, whether through the ownership of shares or other economic interests, the holding of voting rights or contractual rights or otherwise.

“ Agency Fee Agreement ” means the Agency Fee Agreement dated as of May 29, 2008 between the Borrower and the Agent respecting the payment of certain fees and other amounts to the Agent for its own account.

“ Agent’s Accounts ” means the following accounts maintained by the Agent to which payments and transfers under this Agreement are to be effected:

or such other account or accounts as the Agent may from time to time designate by notice to the Borrower and the Lenders.

“ Agreement ” means this amended and restated credit agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

“ Applicable Laws ” or “ applicable laws ” means, in relation to any person, transaction or event:

“ Applicable Pricing Rate ”, as regards any Loan or the standby fees payable in accordance with Section 5.6, means, when and for so long as the Debt Rating of the Borrower is one of the following or no Debt Rating has been assigned to the Borrower by S&P (as the case may be), the percentage rate per annum set forth opposite such rating or indication in the column applicable to the type of Loan in question or such standby fee:

provided that:

“ Assignment Agreement ” means an assignment agreement substantially in the form of Schedule B annexed hereto, with such modifications thereto as may be required from time to time by the Agent, acting reasonably.

“ BA Discount Rate ” means:

provided that if both such rates are equal, then the “BA Discount Rate” applicable thereto shall be the rate specified in (i) above; and

“ BA Equivalent Advance ” means, in relation to a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances, an Advance in Canadian Dollars made by a Non-Acceptance Lender as part of such Loan.

“ Bankers’ Acceptance ” means a draft in Canadian Dollars drawn by the Borrower, accepted by a Lender and issued for value pursuant to this Agreement.

“ Banking Day ” means, in respect of a Libor Loan, a day on which banks are open for business in Calgary, Alberta, Toronto, Ontario, New York, New York and London, England and, for all other purposes, means a day on which banks are open for business in Calgary, Alberta, Toronto, Ontario and New York, New York, but does not in any event include a Saturday or a Sunday.

“ Canadian Dollars ” and “ Cdn. $ ” mean the lawful money of Canada.

“ Canadian Prime Rate ” means, for any day, the greater of:

provided that if both such rates are equal or if such one month bankers’ acceptance rate is unavailable for any reason on any day of determination, then the “Canadian Prime Rate” shall be the rate specified in (a) above.

“ Canadian Prime Rate Loan ” means an Advance in, or Conversion into, Canadian Dollars made by the Lenders to the Borrower with respect to which the Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the Canadian Prime Rate.

“ Capital ” means, at any particular time, the aggregate of:

“ Cash Equivalents ” means (a) securities issued, guaranteed or insured by the government of any country or any political subdivision thereof; (b) deposits or certificates of deposit issued or guaranteed by a bank or trust company; or (c) debt securities or commercial paper issued or guaranteed by a body corporate.

“ CDOR Rate ” means, on any day on which Bankers’ Acceptances are to be issued pursuant hereto, the per annum rate of interest which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances having identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the Borrower displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Limited (or any successor thereto or Affiliate thereof) as at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Agent in good faith after 10:00 a.m. (Toronto time) to reflect any error in a posted rate or in the posted average annual rate); provided, however, if such a rate does not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the Discount Rate quoted by the Agent (determined as of 10:00 a.m. (Toronto time) on such day) which would be applicable in respect of an issue of bankers’ acceptances in a comparable amount and with comparable maturity dates to the Bankers’ Acceptances proposed to be issued by the Borrower on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day.

“ clearing house ” has the meaning set out in Section 6.4.

“ Code ” means the Internal Revenue Code of the United States, as amended from time to time, and any successor statute.

“ Commitment ” means the commitment by each Lender under the Credit Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Schedule A annexed hereto, subject to any increase in accordance with Section 2.18 and to any reduction in accordance with the provisions hereof.

“ Companies ” means the Borrower and the Subsidiaries.

“ Compliance Certificate ” means a certificate of the Borrower signed on its behalf by a director, the president, chief executive officer, chief financial officer, vice president-finance or treasurer of the Borrower, substantially in the form annexed hereto as Schedule C, to be given to the Agent and the Lenders by the Borrower pursuant hereto.

“ Conflicted Lender ” has the meaning set out in Section 2.19.

“ Conversion ” means a conversion or deemed conversion of a Loan into another type of Loan pursuant to the provisions hereof; provided that, subject to Section 2.8 and to Article 6 with respect to Bankers’ Acceptances, the conversion of a Loan denominated in one currency to a Loan denominated in another currency shall be effected by repayment of the Loan or portion thereof being converted in the currency in which it was denominated and readvance to the Borrower of the Loan into which such conversion was made.

“ Conversion Date ” means the date specified by the Borrower as being the date on which the Borrower has elected to convert, or this Agreement requires the Conversion of, one type of Loan into another type of Loan and which shall be a Banking Day.

“ Conversion Notice ” means a notice substantially in the form annexed hereto as Schedule D to be given to the Agent by the Borrower pursuant hereto.

“ Credit Facility ” means the credit facility in the maximum principal amount of U.S. $1,500,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Borrower by the Lenders in accordance with the provisions hereof, subject to any increase in accordance with Section 2.18 and to any reduction in accordance with the provisions hereof.

“ Currency Excess ” has the meaning set out in Section 2.17.

“ Currency Excess Deficiency ” has the meaning set out in Section 2.17.

“ DBNA ” has the meaning set out in Section 6.4.

“ Debt ” means, at any particular time, the aggregate of (without duplication):

“ Debt Rating ” means the debt rating that has been most recently announced by S&P for the Credit Facility or, if the Credit Facility is not rated, the corporate credit rating or issuer rating by S&P of the Borrower or the successor thereto, as the case may be.

“ Default ” means any event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would constitute an Event of Default.

“ Defaulting Lender ” means any Lender:

“ Defeased Loan Transaction ” means a transaction where loans are made to a given Company (“ X ”) and X or another Company either:

“ Discount Proceeds ” means the net cash proceeds to the Borrower from the sale of a Bankers’ Acceptance pursuant hereto or, in the case of BA Equivalent Advances, the amount of a BA Equivalent Advance at the applicable BA Discount Rate, in any case, before deduction or payment of the fees to be paid to the Lenders under Section 6.2.

“ Discount Rate ” means, with respect to the issuance of a bankers’ acceptance, the discount rate per annum, calculated on the basis of a year of 365 days, (rounded upwards, if necessary, to the nearest whole multiple of 1/100 ^th of one percent) which is equal to the discount exacted by a purchaser taking initial delivery of such bankers’ acceptance, calculated as a rate per annum and as if the issuer thereof received the discount proceeds in respect of such bankers’ acceptance on its date of issuance and had repaid the respective face amount of such bankers’ acceptance on the maturity date thereof.

“ Documents ” means this Agreement, the Agency Fee Agreement and all certificates, notices, instruments and other documents delivered or to be delivered to the Agent or the Lenders, or both, in relation to the Credit Facility pursuant hereto or thereto and, when used in relation to any person, the term “Documents” shall mean and refer to the Documents executed and delivered by such person.

“ Drawdown ” means:

“ Drawdown Date ” means the date on which a Drawdown is made by the Borrower pursuant to the provisions hereof and which shall be a Banking Day.

“ Drawdown Notice ” means a notice substantially in the form annexed hereto as Schedule E to be given to the Agent by the Borrower pursuant hereto.

“ EBITDA ” means, for any particular period, Net Income of the Borrower for such period plus, to the extent deducted in the determination of Net Income of the Borrower for such period, the aggregate of (without duplication):

less, to the extent included in Net Income for such period, unrealized gains in respect of Hedging Instruments of the Borrower and its Subsidiaries for such period.

“ EDGAR Database ” means the Electronic Data Gathering, Analysis, and Retrieval system database of the U.S. Securities and Exchange Commission.

“ Environmental Laws ” means all applicable federal, state, provincial or local statutes, laws, ordinances, codes, rules, regulations, consent decrees and administrative orders having the force of law and relating to public health or the protection of the environment.

“ Equity ” means, at any particular time, the aggregate of (a) the amount which would, in accordance with GAAP, be classified upon the consolidated balance sheet of the Borrower at such time as shareholder’s equity and (b) the amount of Subordinated Debt at such time.

“ Equivalent Amount ” means, on any day, the equivalent amount in Canadian Dollars or United States Dollars, as the case may be, after giving effect to a conversion of a specified amount of United States Dollars to Canadian Dollars or of Canadian Dollars to United States Dollars, as the case may be, at the noon rate of exchange for Canadian interbank transactions established by the Bank of Canada for the day in question, or, if such rate is for any reason unavailable, at the spot rate quoted for wholesale transactions involving the applicable currency by the Agent at approximately noon (Toronto time) on that day in accordance with its normal practice.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 4 14(m) and (o) of the Code for purposes of provisions relating to Section 4l2 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (as defined in Section 4203 and 4205 of ERISA) by the Borrower or any ERISA Affiliate from a Multiemployer Plan or the receipt by the Borrower or any ERISA Affiliate of notification that a Multiemployer Plan is in reorganization pursuant to Section 4241 of ERISA or that a Multiemployer Plan intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ Existing Credit Agreement ” has the meaning set out in the recitals hereto.

“ Event of Default ” has the meaning set out in Section 10.1.

“ Federal Funds Rate ” means, for any day, the rate of interest per annum equal to (a) the weighted average (rounded upwards, if necessary, to the next 1/100 ^th of one percent per annum) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve Board of the United States of America (or any successor thereof) arranged by Federal funds brokers on such day, as published on the next succeeding Banking Day by the Federal Reserve Bank of New York (or any successor thereto) or, (b) if such day is not a Banking Day, such weighted average for the immediately preceding Banking Day for which the same is published or, (c) if such rate is not so published for any day that is a Banking Day, the average (rounded upwards, if necessary, to the next 1/100 ^th of one percent per annum) of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent.

“ Federal Reserve Board ” or “ Federal ” means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

“ Financial Statements ” means the audited consolidated financial statements of the Borrower for the fiscal year ended on December 31, 2007.

“ Fiscal Quarter ” means any of the three-month periods ending on the last day of March, June, September and December in each year.

“ Fiscal Year ” means any of the twelve-month periods ending on the last day of December in each year.

“ GAAP ” means generally accepted accounting principles in effect in Canada from time to time consistently applied.

“ Governmental Authority ” means any federal, provincial, state, regional, municipal or local government or any department, agency, board, tribunal or authority thereof or other political subdivision thereof, any entity or person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or the operation thereof and any non-governmental regulating authority to the extent that the rules, regulations and orders of such body have the force of law.

“ Governmental Authorization ” means an authorization, order, permit, approval, grant, license, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree or demand or the like issued or granted by law or by rule or regulation of any Governmental Authority.

“ Hazardous Materials ” means any pollutant or contaminant or hazardous or toxic chemical, material or substance within the meaning of any applicable federal, state, provincial or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous or toxic waste, substance or material or concerning the environment or public health, all as in effect on the applicable date.

“ Hedging Instrument ” means:

“ Hostile Acquisition ” means an acquisition of securities of a person (the “ Target ”) pursuant to a take-over bid, as defined in the Securities Act (Ontario), or in any other applicable securities or corporate legislation, where the board of directors, trustees or similar body of the Target whose securities are the subject matter of the take-over bid has neither approved such take-over bid nor recommended to the security holders of the Target that they tender or sell their securities pursuant to such take-over bid.

“ Indemnified Parties ” means, collectively, the Agent and the Lenders, including a receiver, receiver manager or similar person appointed under applicable law, and their respective shareholders, Affiliates, officers, directors, employees and agents, and “ Indemnified Party ” means any one of the foregoing.

“ Information ” has the meaning set out in Section 14.1.

“ Interest Expense ” of any particular person means, for any particular period, the amount which would, in accordance with GAAP, be classified on the consolidated income statement of such person for such period as gross interest expenses.

“ Interest Payment Date ” means:

provided that, in any case, the Maturity Date or, if applicable, any earlier date on which the Credit Facility is fully cancelled or permanently reduced in full, shall be an Interest Payment Date with respect to all Loans then outstanding under the Credit Facility.

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“ Interest Period ” means:

provided that in any case: (i) the last day of each Interest Period shall be also the first day of the next Interest Period whether with respect to the same or another Loan; (ii) the last day of each Interest Period shall be a Banking Day and if the last day of an Interest Period selected by the Borrower is not a Banking Day the Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next following the last day of the Interest Period selected unless such next following Banking Day falls in the next calendar month in which event the Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next preceding the last day of the Interest Period selected by the Borrower; and (iii) the last day of all Interest Periods for Loans outstanding under the Credit Facility shall expire on or prior to the Maturity Date.

“ IRS ” means the Internal Revenue Service, a bureau of the United States Department of the Treasury.

“Judgment Conversion Date ” has the meaning set out in Section 12.3.

“ Judgment Currency ” has the meaning set out in Section 12.3.

“ Lender BA Suspension Notice ” has the meaning set out in Section 11.2.

“ Lender Distress Event ” means, in respect of a given Lender, such Lender or its Lender Parent is subject to a forced liquidation, merger, sale or other change of control supported in whole or in part by guarantees or other support (including, without limitation, the nationalization or assumption of ownership or operating control by the Government of the United States, Canada or any other Governmental Authority) or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Lender or Lender Parent or their respective assets to be, insolvent, bankrupt or deficient in meeting any capital adequacy or liquidity standard of any such Governmental Authority.

“ Lender Insolvency Event ” means, in respect of a given Lender, such Lender or its Lender Parent:

“ Lender Parent ” means any person that directly or indirectly controls a Lender and, for the purposes of this definition, “control” shall have the same meaning as set forth in the definition of “Affiliate” contained herein.

“ Lenders’ Counsel ” means the firm of McCarthy Tétrault LLP or such other firm of legal counsel as the Agent may from time to time designate.

“ Libor Loan ” means an Advance in, or Conversion into, United States Dollars made by the Lenders to the Borrower with respect to which the Borrower has specified that interest is to be calculated by reference to the Libor Rate, and each Rollover in respect thereof.

“ Libor Rate ” means, for each Interest Period applicable to a Libor Loan, the rate of interest per annum, expressed on the basis of a year of 360 days (as determined by the Agent):

in each case in an amount similar to such Libor Loan and for a period comparable to such Interest Period.

“ Lien ” means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation.

“ Loan ” means a Canadian Prime Rate Loan, U.S. Base Rate Loan, Libor Loan, Bankers’ Acceptance or BA Equivalent Advance outstanding hereunder.

“ Long Term Debt ” means, at any particular time, that portion of Debt at such time which would not, in accordance with GAAP, be considered to be current liabilities at such time.

“ Majority of the Lenders ” means:

“ Material Adverse Change ” means any change of circumstances or any event which would have a Material Adverse Effect.

“ Material Adverse Effect ” means an adverse effect on the financial condition, business, assets, properties or prospects of the Borrower on a consolidated basis which, individually or as part of a series of adverse effects, would have a material adverse effect on the ability of the Borrower to perform any of its payment obligations hereunder.

“ Material Subsidiary ” means any Subsidiary whose book value of assets (exclusive of (a) equity interests of any Subsidiary of such Subsidiary and (b) intercompany receivables owed to such Subsidiary by an Affiliate of such Subsidiary) is greater than 20% of the book value of the assets of the Borrower on a consolidated basis or whose gross sales are greater than 20% of the gross sales of the Borrower on a consolidated basis; on the date hereof, PCS Sales (USA), Inc. is a Material Subsidiary.

“ Maturity Date ” means May 28, 2010.

“ Multiemployer Plan ” means a multiemployer plan, within the meaning of Section 4001 (a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.

“ Net Income ” of a particular person means, for any particular period, the amount which would, in accordance with GAAP, be classified on the consolidated income statement of such person for such period as the net income after all

unusual and extraordinary items other than any gains or losses on the disposition of property, plant and equipment and any non-cash write-downs of assets.

“ Non-Acceptance Lender ” means a Lender who, by notice in writing to the Agent and the Borrower, elects thereafter to make BA Equivalent Advances in lieu of accepting Bankers’ Acceptances.

“ Non-Conflicted Lender ” has the meaning set out in Section 2.19.

“ Obligations ” means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrower to the Lenders or the Agent under, pursuant or relating to the Documents or the Credit Facility and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges, expenses and other amounts payable by the Borrower under this Agreement.

“ Officer’s Certificate ” means a certificate or notice (other than a Compliance Certificate) signed by any one of the directors, the president, chief executive officer, chief financial officer, a vice-president, treasurer, assistant treasurer, controller, secretary or assistant secretary of the Borrower; provided, however, that Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices shall be executed on behalf of the Borrower by any one of the foregoing persons and such other persons as may from time to time be designated by written notice from the Borrower to the Agent.

“ Outstanding BAs ” has the meaning set out in Section 1.8(3).

“ Outstanding BAs Collateral ” has the meaning set out in Section 2.15(3).

“ Outstanding Libor Loans ” has the meaning set out in Section 1.8(2)

“ Outstanding Principal ” means, at any time, the aggregate of (a) the Equivalent Amount in United States Dollars of the principal of all outstanding Canadian Prime Rate Loans (b) the principal amount of all outstanding U.S. Base Rate Loans and Libor Loans, and (c) the Equivalent Amount in United States Dollars of the amounts payable at maturity of all outstanding Bankers’ Acceptances and BA Equivalent Advances.

“ PBGC ” means Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its principal functions under ERISA.

“ Pension Plan ” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a Multiemployer Plan, which the Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years.

“ Permitted Liens ” means any one or more of the following with respect to the assets of the Companies:

“ Plan ” means an employee benefit plan (as defined in Section 3(3) of ERISA) covered by ERISA, other than a Multiemployer Plan, which the Borrower or any of its subsidiaries sponsors or maintains or to which the Borrower or any of its subsidiaries makes, is making or is obligated to make contributions and includes any Pension Plan.

“ Property ” means all of the property owned, operated or used by the Companies.

“ Purchase Money Obligations ” means any Lien created, issued or assumed by the Companies to secure indebtedness assumed as part of, or issued or incurred to pay or provide funds to pay, all or a part of the purchase price of any property (other than the securities of any Subsidiary or of any person which becomes a Subsidiary upon such purchase).

“ Power of Attorney ” means a power of attorney provided by the Borrower to a Lender with respect to Bankers’ Acceptances in accordance with and pursuant to Section 6.4 hereof.

“ Rateable Portion ”, as regards any Lender, with regard to any amount of money, means (subject to Section 6.5 in respect of the rounding of allocations of Bankers’ Acceptances) in respect of the Credit Facility and Drawdowns, Conversion, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (a) that Lender’s Commitment by (b) the aggregate of all of the Lenders’ Commitments.

“ Repayment Notice ” means a notice substantially in the form annexed hereto as Schedule F to be given to the Agent by the Borrower pursuant hereto.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the thirty (30) day notice requirement under ERISA has been waived in regulations issued by the PBGC.

“ Rollover ” means:

“ Rollover Date ” means the date of commencement of a new Interest Period applicable to a Loan and which date shall be a Banking Day.

“ Rollover Notice ” means a notice substantially in the form annexed hereto as Schedule G to be given to the Agent by the Borrower pursuant hereto.

“ S&P ” means the Standard & Poor’s Ratings Group (a division of The McGraw — Hill Companies, Inc.) and any successors thereto.

“ Schedule I Lender ” means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

“ Schedule II Lender ” means a Lender which is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

“ Schedule III Lender ” means a Lender which is an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

“ Subordinated Debt ” means, at any particular time, unsecured indebtedness of the Borrower (for greater certainty, excluding the Subsidiaries) which would otherwise be Debt but which is subordinated in writing, on terms satisfactory to the Majority of the Lenders acting reasonably (including, without limitation, subordination and postponement of principal repayments and restrictions on rights to accelerate and commence proceedings), to the indebtedness of the Borrower to the Agent and the Lenders hereunder.

“ Subsidiary ” means with respect to any person (“X”):

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Subsidiary” or “Subsidiaries” shall be and shall be deemed to be references to Subsidiaries of the Borrower.

“ Successor ” has the meaning set out in Section 9.2(b).

“ Successor Agent ” has the meaning set out in Section 13.10.

“ Tangible Net Worth ” means, at any particular time, Equity at such time less the aggregate of the amounts which would, in accordance with GAAP, be classified on the consolidated balance sheet of the Borrower at such time as intangible assets, including, without limitation, goodwill and deferred expenses.

“ Taxes ” means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof now or at any time in the future, together with interest thereon and penalties, charges or other amounts with respect thereto, if any “Tax” and “Taxation” shall be construed accordingly.

“ Total Assets ” means, at any particular time, the amount which would, in accordance with GAAP, be classified on the consolidated balance sheet of the Borrower at such time as total assets.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA over the current value of that Pension Plan’s assets, determined, as of the beginning of the most recent plan year for which such liabilities have been determined, in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code as specified in the applicable actuarial valuation.

“ United States Dollars ” and “ U.S. $ ” mean the lawful money of the United States of America.

“ U.S. Base Rate ” means, for any day, the greatest of:

provided that if all such rates are equal or if such Federal Funds Rate and such Libor Rate are unavailable for any reason on the date of determination, then the “U.S. Base Rate” shall be the rate specified in (a) above.

“ U.S. Base Rate Loan ” means an Advance in, or Conversion into, United States Dollars made by the Lenders to the Borrower with respect to which the Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the U.S. Base Rate.

“ Wholly-Owned Subsidiary ” means, with respect to any person (“ X ”):

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Wholly-Owned Subsidiary” or “Wholly-Owned Subsidiaries” shall be and shall be deemed to be references to Wholly-Owned Subsidiaries of the Borrower.

1.2 Headings; Articles and Sections

          The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3 Number; persons; including; successors

          Words importing the singular number only shall include the plural and vice versa , words importing the masculine gender shall include the feminine and neuter genders and vice versa , words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa

and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them. References herein to any person shall, unless the context otherwise requires, include such person’s successors and permitted assigns.

1.4 Accounting Principles

          Where the character or amount of any asset or liability or item of revenue or expense or amount of equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties hereto, be made in accordance with GAAP applied on a consistent basis.

1.5 References to Agreements and Enactments

          Reference herein to any agreement, instrument, licence or other document shall be deemed to include reference to such agreement, instrument, licence or other document as the same may from time to time be amended, modified, supplemented or restated in accordance with the provisions of this Agreement if and to the extent such provisions are applicable; and reference herein to any enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended from time to time and to any successor enactment.

1.6 Per Annum Calculations

          Unless otherwise stated, wherever in this Agreement reference is made to a rate “per annum” or a similar expression is used, such rate shall be calculated on the basis of calendar year of 365 days.

1.7 Schedules

          The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

1.8 Amendment and Restatement

     (1) On the date on which all of the conditions set forth in Section 3.2 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3):

     (2) Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrower under the Existing Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be merged in the execution of this Agreement or any other Documents or any advance or provision of any Loan hereunder.

     (3) References herein to the “date hereof” or similar expressions shall be and shall be deemed to be to the date of the execution and delivery hereof, being January 21, 2009.

ARTICLE 2
THE CREDIT FACILITY

2.1 The Credit Facility

          Subject to the terms and conditions hereof, each of the Lenders shall make available to the Borrower such Lender’s Rateable Portion of the Credit Facility. Subject to Section 2.17, the Outstanding Principal under the Credit Facility shall not exceed the maximum principal amount of the Credit Facility.

2.2 Types of Availments

          The Borrower may, in Canadian Dollars, make Drawdowns, Conversions and Rollovers under the Credit Facility of Canadian Prime Rate Loans and Bankers’ Acceptances and may, in United States Dollars, make Drawdowns, Conversions and Rollovers under the Credit Facility of U.S. Base Rate Loans and Libor Loans. The Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

2.3 Purpose

          The Credit Facility is being made available for the general corporate purposes of the Borrower.

2.4 Availability and Nature of the Credit Facility

     (1) Subject to the terms and conditions hereof, the Borrower may make Drawdowns under the Credit Facility prior to the Maturity Date.

     (2) The Credit Facility shall be a revolving credit facility: that is, prior to the Maturity Date, the Borrower may increase or decrease Loans under the Credit Facility by making Drawdowns, repayments and further Drawdowns.

2.5 Minimum Drawdowns

          Each Drawdown under the Credit Facility of the following types of Loans shall be in the following amounts indicated:

2.6 Libor Loan Availability

          Drawdowns of, Conversions into and Rollovers of requested Libor Loans may only be made upon the Agent’s prior favourable determination with respect to the matters referred to in Section 11.1.

2.7 Notice Periods for Drawdowns, Conversions and Rollovers

          Subject to the provisions hereof, the Borrower may make a Drawdown, Conversion or Rollover under the Credit Facility by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the Agent not later than:

2.8 Conversion Option

          Subject to the provisions of this Agreement, the Borrower may convert the whole or any part of any type of Loan under the Credit Facility into any other type of Loan under the Credit Facility by giving the Agent a Conversion Notice in accordance herewith; provided that:

2.9 Libor Loan Rollovers; Selection of Libor Interest Periods

          At or before 11:00 a.m. (Toronto time) three Banking Days prior to the expiration of each Interest Period of each Libor Loan, the Borrower shall, unless it has delivered a Conversion Notice pursuant to Section 2.8 and/or a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be converted or repaid; provided that a portion of a Libor Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of Libor Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to the Agent selecting the next Interest Period applicable to the Libor Loan, which new Interest Period shall commence on and include the last day of such prior Interest Period. If the Borrower fails to deliver a Rollover Notice to the Agent as provided in this Section, the Borrower shall be deemed to have given a Conversion Notice to the Agent electing to convert the entire amount of the maturing Libor Loan into a U.S. Base Rate Loan.

2.10 Rollovers and Conversions not Repayments

          Any amount converted shall be a Loan of the type converted to upon such Conversion taking place, and any amount rolled over shall continue to be the same type of Loan under the Credit Facility as before the Rollover, but such Conversion or Rollover (to the extent of the amount converted or rolled over) shall not of itself (notwithstanding the repayment referred to in the definition of Conversion) constitute a repayment or a fresh utilization of any part of the amount available under the Credit Facility.

2.11 Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans

          Upon receipt of a Drawdown Notice, Rollover Notice or Conversion Notice with respect to a Canadian Prime Rate Loan, U.S. Base Rate Loan or Libor Loan, the Agent shall forthwith notify the Lenders of the requested type of Loan, the proposed Drawdown Date, Rollover Date or Conversion Date, each Lender’s Rateable Portion of such Loan and, if applicable, the account of the Agent to which each Lender’s Rateable Portion is to be credited.

2.12 Lenders’ and Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans

          Each Lender shall, for same day value on the Drawdown Date specified by the Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, a U.S. Base Rate Loan or a Libor Loan, credit the Agent’s Account with such Lender’s Rateable Portion of each such requested Loan and for same day value on the same date the Agent shall pay to the Borrower the full amount of the amounts so credited in accordance with any payment instructions set forth in the applicable Drawdown Notice.

2.13 Irrevocability

          A Drawdown Notice, Rollover Notice, Conversion Notice or Repayment Notice given by the Borrower hereunder shall be irrevocable and, subject to any options the Lenders may have hereunder in regard thereto and the Borrower’s rights hereunder in regard thereto, shall oblige the Borrower to take the action contemplated on the date specified therein.

2.14 Optional Cancellation or Reduction of the Credit Facility

          The Borrower may, at any time, upon giving at least 3 Banking Days prior written notice to the Agent, cancel in full or, from time to time, permanently reduce in part the unutilized portion of the Credit Facility; provided, however, that any such reduction shall be in a minimum amount of U.S. $10,000,000 and reductions in excess thereof shall be in integral multiples of U.S. $1,000,000. If the Credit Facility is so reduced, the Commitment of each of the Lenders thereunder shall be reduced pro rata in the same proportion that the amount of the reduction in the Credit Facility bears to the amount of the Credit Facility in effect immediately prior to such reduction.

2.15 Optional Repayment; Additional Repayment Terms

     (1) The Borrower may at any time and from time to time repay, without penalty, to the Agent for the account of the Lenders the whole or any part of any Loan owing by it together with accrued interest thereon to the date of such repayment provided that:

     (2) If any Libor Loan is repaid on other than the last day of the applicable Interest Period, the Borrower shall, within three Banking Days after notice is given by the Agent, pay to the Agent for the account of the Lenders all costs, losses, premiums and expenses incurred by the Lenders by reason of the liquidation or re-deployment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming

entitled to be paid such costs, losses, premiums and expenses, shall deliver to the Borrower and the Agent a certificate of the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes.

     (3) With respect to any repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15 (1)(d) or otherwise hereunder, the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof. The Agent shall hold such cash collateral in an interest bearing cash collateral account at rates prevailing at the time of deposit for similar accounts with the Agent; such cash collateral, such cash collateral account, any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and any proceeds of any of the foregoing (collectively, the “ Outstanding BAs Collateral ”) shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers’ Acceptances and the Lien of the Agent created in such Outstanding BAs Collateral shall rank in priority to all other Liens and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

2.16 Mandatory Repayment of Credit Facility

          Subject to Section 10.2, the Borrower shall repay or pay, as the case may be, to the Agent, on behalf of the Lenders, all Loans and other Obligations outstanding under the Credit Facility on or before the Maturity Date.

2.17 Currency Excess

     (1) If the Agent shall determine that the aggregate Outstanding Principal of the outstanding Loans under the Credit Facility exceeds the maximum principal amount of the Credit Facility in United States Dollars (the amount of such excess is herein called the “ Currency Excess ”), then, upon written request by the Agent (which request shall detail the applicable Currency Excess), the Borrower shall repay an amount of Canadian Prime Rate Loans or U.S. Base Rate Loans under the Credit Facility within (a) if the Currency Excess exceeds 3.0% of the amount of the Credit Facility, 5 Banking Days, and (b) in all other cases, 20 Banking Days after receipt of such request, such that, except as otherwise contemplated in Section 2.17(2), the amount or the Equivalent Amount in United States Dollars of such repayments is, in the aggregate, at least equal to the Currency Excess.

     (2) If, in respect of any Currency Excess, the repayments made by the Borrower have not completely removed such Currency Excess (the remainder thereof being herein called the “ Currency Excess Deficiency ”), the Borrower shall within the aforementioned 5 or 20 Banking Days, as the case may be, after receipt of the aforementioned request of the Agent, place an amount equal to the Currency Excess Deficiency on deposit with the Agent in an interest-bearing account with interest at rates prevailing at the time of deposit for the account of the Borrower, to be assigned to the Agent on behalf of the Lenders by instrument satisfactory to the Agent and to be applied to maturing Bankers’ Acceptances or Libor Loans (converted if necessary at the exchange rate for determining the Equivalent Amount on the date of such application). The Agent is hereby irrevocably directed by the Borrower to apply any such sums on deposit to maturing Loans as provided in the preceding sentence. In lieu

of providing funds for the Currency Excess Deficiency, as provided in the preceding provisions of this Section, the Borrower may within the said period of 5 or 20 Banking Days, as the case may be, provide to the Agent an irrevocable standby letter of credit in an amount equal to the Currency Excess Deficiency and for a term which expires not sooner than 10 Banking Days after the date of maturity of the relevant Bankers’ Acceptances or Libor Loans, as the case may be; such letter of credit shall be issued by a financial institution, and shall be on terms and conditions, acceptable to the Agent in its sole discretion. The Agent is hereby authorized and directed to draw upon such letter of credit and apply the proceeds of the same to Bankers’ Acceptances or Libor Loans as they mature. Upon the Currency Excess being eliminated as aforesaid or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount, then, provided no Default or Event of Default is then continuing, such funds on deposit, together with interest thereon, or such letters of credit shall be returned to the Borrower, in the case of funds on deposit, or shall be cancelled or reduced in amount, in the case of letters of credit.

2.18 Permitted Increase in Credit Facility

          The Borrower may, at any time and from time to time, increase the maximum principal amount of the Credit Facility by adding additional financial institutions as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such increasing Lenders, or any combination thereof. The right to increase the maximum principal amount of the Credit Facility as aforesaid shall be subject to the following (for each such increase):

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2.19 Hostile Acquisitions

     (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Facility to, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then the following steps shall be followed:

and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “ Conflicted Lender ”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender shall have no obligation to provide Loans to finance such Hostile Acquisition, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “ Non-Conflicted Lender ”) which has, or is deemed to have, no such conflict of interest or contravention shall have an obligation, up to the amount of its Commitment, to provide Loans to finance such Hostile Acquisition, and the Loans to finance such Hostile Acquisition shall be provided by each Non-Conflicted Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile Acquisition, that the Commitment of such Non-Conflicted Lender under the Credit Facility bears to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility.

     (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19.

ARTICLE 3
CONDITIONS PRECEDENT TO DRAWDOWNS

3.1 Conditions for Drawdowns

          For each Drawdown hereunder the following conditions shall be satisfied as conditions precedent to the making of such Drawdown:

3.2 Additional Conditions for Amendment and Restatement

          This Agreement shall be effective upon, and the Existing Credit Agreement shall be amended and restated as herein provided upon, the following conditions being satisfied:

3.3 Waiver

          The conditions set forth in Sections 3.1 and 3.2 are inserted for the sole benefit of the Lenders and the Agent and may be waived by all of the Lenders, in whole or in part (with or without terms or conditions) without prejudicing the right of the Lenders or Agent at any time to assert such waived conditions in respect of any subsequent Drawdown.

ARTICLE 4
EVIDENCE OF DRAWDOWNS

4.1 Account of Record

          The Agent shall open and maintain books of account evidencing all Loans and all other amounts owing by the Borrower to the Lenders hereunder. The Agent shall enter in the foregoing accounts details of all amounts from time to time owing, paid or repaid by the Borrower hereunder. The information entered in the foregoing accounts shall constitute prima facie evidence of the obligations of the Borrower to the Lenders hereunder with respect to all Loans and all other amounts owing by the Borrower to the Lenders hereunder. After a request by the Borrower, the Agent shall promptly advise the Borrower of such entries made in the Agent’s books of account.

ARTICLE 5
PAYMENTS OF INTEREST AND FEES

5.1 Interest on Canadian Prime Rate Loans

          The Borrower shall pay interest on each Canadian Prime Rate Loan owing by it during each Interest Period applicable thereto in Canadian Dollars at a rate per annum equal to the Canadian Prime Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Canadian Prime Rate applicable from time to time during an Interest Period shall be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Canadian Prime Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the Canadian Prime Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

5.2 Interest on U.S. Base Rate Loans

          The Borrower shall pay interest on each U.S. Base Rate Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum equal to the U.S. Base Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the U.S. Base Rate applicable from time to time during an Interest Period shall be prima facie evidence thereof. Such interest, shall accrue daily and be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the U.S. Base Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the U.S. Base Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

5.3 Interest on Libor Loans

          The Borrower shall pay interest on each Libor Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum, calculated on the basis of a 360 day year, equal to the Libor Rate with respect to such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Libor Rate applicable to an Interest Period shall be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Rollover Date, Conversion Date or Interest Payment Date, as the

case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Libor Loan outstanding during such period and on the basis of the actual number of days elapsed divided by 360.

5.4 Interest Act (Canada)

     (1) Whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

     (2) Whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year of 360 days, such rate of interest or other rate shall be expressed as a rate per annum, calculated on the basis of a 365-day year, by multiplying such rate of interest or other rate by 365 and dividing it by 360.

5.5 Nominal Rates; No Deemed Reinvestment

          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, before and after maturity, default and judgment. 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.

5.6 Standby Fees

     (1) The Borrower shall pay to the Agent for the account of the Lenders a standby fee in United States Dollars in respect of the Credit Facility calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under the Credit Facility for each day in the period of determination is less than the maximum principal amount of the Credit Facility on such day. Fees determined in accordance with this Section shall accrue daily from and after the date hereof and be payable by the Borrower (a) quarterly in arrears, (b) on cancellation in full of the Credit Facility, and (c) on the Maturity Date.

     (2) As of: (a) January 1, April 1, July 1 and October 1 in each year, (b) the date of any cancellation in full of the Credit Facility, and (c) the Maturity Date, the Agent shall determine the standby fees under this Section in respect of the Credit Facility for the period from and including the date hereof or the date of the immediately preceding determination, as the case may be, to but excluding that date of determination and shall deliver to the Borrower a written request for payment of the standby fees so determined, as detailed therein. The Borrower shall pay to the Agent for the account of the Lenders the standby fees referred to above within 5 Banking Days after receipt of each such written request.

5.7 Agent’s Fees

          The Borrower shall (from time to time) pay to the Agent, for its own account, the annual agency fee and other amounts set forth in the Agency Fee Agreement by the payment dates set forth therein.

5.8 Interest on Overdue Amounts

          Notwithstanding any other provision hereof, in the event that any amount due hereunder (including, without limitation, any interest payment) is not paid when due (whether by acceleration or otherwise), the Borrower shall pay interest on such unpaid amount (including, without limitation, interest on interest), if and to the fullest extent permitted by applicable law, from the date that such amount is due until the date that such amount is paid in

full (but excluding the date of such payment if the payment is received for value at the required place of payment on the date of such payment), and such interest shall accrue daily, be calculated and compounded monthly and be payable on demand, after as well as before maturity, default and judgment, at a rate per annum that is equal to (a) in respect of amounts due in Canadian Dollars, the rate of interest then payable on Canadian Prime Rate Loans plus 2.0% per annum or (b) in respect of amounts due in United States Dollars, the rate of interest then payable on U.S. Base Rate Loans plus 2.0% per annum.

5.9 Waiver

          To the extent permitted by applicable law, the covenant of the Borrower to pay interest at the rates provided herein shall not merge in any judgment relating to any obligation of the Borrower to the Lenders or the Agent and any provision of the Interest Act (Canada) or Judgment Interest Act (Alberta) which restricts any rate of interest set forth herein shall be inapplicable to this Agreement and is hereby waived by the Borrower.

5.10 Maximum Rate Permitted by Law

          No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate permitted by applicable law. In the event that such interest or fee exceeds such maximum rate, such interest or fees shall be reduced or refunded, as the case may be, so as to be payable at the highest rate recoverable under applicable law.

ARTICLE 6
BANKERS’ ACCEPTANCES

6.1 Bankers’ Acceptances

          The Borrower may give the Agent notice that Bankers’ Acceptances will be required under the Credit Facility pursuant to a Drawdown, Rollover or Conversion.

6.2 Acceptance Fees

          Upon the acceptance by a Lender of a Bankers’ Acceptance, the Borrower shall pay to the Agent for the account of such Lender an acceptance fee in Canadian Dollars equal to the Applicable Pricing Rate calculated on the principal amount at maturity of such Bankers’ Acceptance and for the period of time from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance and calculated on the basis of the number of days elapsed in a year of 365 days.

6.3 Form and Execution of Bankers’ Acceptances

          The following provisions shall apply to each Bankers’ Acceptance hereunder:

6.4 Power of Attorney; Provision of Bankers’ Acceptances to Lenders

     (1) Unless revoked with respect to a given Lender in accordance herewith, the Borrower hereby appoints each Lender, acting by any authorized signatory of the Lender in question, the attorney of the Borrower:

provided that such acts in each case are to be undertaken by the Lender in question strictly in accordance with instructions given to such Lender by the Borrower as provided in this Section 6.4. For certainty, signatures of any authorized signatory of a Lender may be mechanically reproduced in facsimile on Bankers’ Acceptances in accordance herewith and such facsimile signatures shall be binding and effective as if they had been manually executed by such authorized signatory of such Lender.

          Instructions from the Borrower to a Lender relating to the execution, completion, endorsement, deposit and/or delivery by that Lender on behalf of the Borrower of Bankers’ Acceptances which the Borrower wishes to submit to the Lender for acceptance by the Lender shall be communicated by the Borrower in writing to the Agent by delivery to the Agent of Drawdown Notices, Conversion Notices and Rollover Notices, as the case

may be, in accordance with this Agreement which, in turn, shall be communicated by the Agent, on behalf of the Borrower, to the Lender.

          The communication in writing by the Borrower, or on behalf of the Borrower by the Agent, to the Lender of the instructions set out in the Drawdown Notices, Conversion Notices and Rollover Notices referred to above shall constitute (a) the authorization and instruction of the Borrower to the Lender to sign for and on behalf and in the name of the Borrower as drawer the requested Bankers’ Acceptances and to complete and/or endorse Bankers’ Acceptances in accordance with such information as set out above and (b) the request of the Borrower to the Lender to accept such Bankers’ Acceptances and deposit the same with the clearing house or deliver the same, as the case may be, in each case in accordance with this Agreement and such instructions. The Borrower acknowledges that a Lender shall not be obligated to accept any such Bankers’ Acceptances except in accordance with the provisions of this Agreement.

          A Lender shall be and it is hereby authorized to act on behalf of the Borrower upon and in compliance with instructions communicated to that Lender as provided herein if the Lender reasonably believes such instructions to be genuine. If a Lender accepts Bankers’ Acceptances pursuant to any such instructions, that Lender shall confirm particulars of such instructions and advise the Agent that it has complied therewith by notice in writing addressed to the Agent and served personally or sent by facsimile transmission or other electronic transmission in accordance with the provisions hereof. A Lender’s actions in compliance with such instructions, confirmed and advised to the Agent by such notice, shall be conclusively deemed to have been in accordance with the instructions of the Borrower.

          This Power of Attorney may be revoked by the Borrower with respect to any particular Lender at any time upon not less than 5 Banking Days’ prior written notice served upon the Lender in question and the Agent, provided that no such revocation shall reduce, limit or otherwise affect the obligations of the Borrower in respect of any Bankers’ Acceptance executed, completed, endorsed, deposited and/or delivered in accordance herewith prior to the time at which such revocation becomes effective.

     (2) Unless the Borrower has provided Powers of Attorney to the Lenders, to facilitate Drawdowns, Rollovers or Conversions of Bankers’ Acceptances, the Borrower shall, upon execution of this Agreement and thereafter from time to time as required by all Lenders, provide