REVOLVING CREDIT AGREEMENT

Exhibit 10

Execution Copy

REVOLVING CREDIT AGREEMENT

dated as of April 26, 2006

among

CORN PRODUCTS INTERNATIONAL, INC.,
as U.S. Borrower,

CANADA STARCH OPERATING COMPANY INC.,
as Canadian Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

SUNTRUST BANK,
as Administrative Agent, U.S. Issuing Bank and U.S. Swing Line Lender,

BANK OF MONTREAL,
as Canadian Funding Agent, Canadian Issuing Bank and Canadian Swing Line Lender,

HARRIS N.A., as Syndication Agent

and

COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL” NEW YORK BRANCH, ING CAPITAL LLC, and
AGFIRST FARM CREDIT BANK, as Co-Documentation Agents

SUNTRUST CAPITAL MARKETS, INC.,
as Sole Book Manager and Lead Arranger

TABLE OF CONTENTS

LIST OF SCHEDULES

LIST OF ANNEXES AND EXHIBITS

REVOLVING CREDIT AGREEMENT

          THIS REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of April 26, 2006, by and among CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation (the “ U.S. Borrower ”), CANADA STARCH OPERATING COMPANY INC., a company constituted under the federal laws of Canada (the “ Canadian Borrower ”; together with the U.S. Borrower, each individually a “ Borrower ” and collectively the “ Borrowers ”), the several banks and other financial institutions and lenders from time to time party hereto (the “ Lenders ”), BANK OF MONTREAL, as Canadian Funding Agent for the Canadian Lenders (as defined herein) (the “ Canadian Funding Agent ”), as issuing bank under the Canadian Facility (as defined herein) (the “ Canadian Issuing Bank ”) and as swing line lender under the Canadian Facility (the “ Canadian Swing Line Lender ”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “ Administrative Agent ”), as issuing bank under the U.S. Facility (as defined herein) (the “ U.S. Issuing Bank ”) and as swing line lender under the U.S. Facility (the “ U.S. Swing Line Lender ”).

WITNESSETH:

      WHEREAS , the U.S. Borrower has requested that the U.S. Lenders (as defined herein) establish a $470,000,000 revolving credit facility in favor of the U.S. Borrower;

      WHEREAS , the Canadian Borrower has requested that the Canadian Lenders (as defined herein) establish a $30,000,000 revolving credit facility in favor of the Canadian Borrower; and

      WHEREAS , subject to the terms and conditions of this Agreement, the Lenders, the U.S. Issuing Bank, the Canadian Issuing Bank, the U.S. Swing Line Lender and the Canadian Swing Line Lender, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facilities, letter of credit subfacilities and swing line subfacility in favor of the Borrowers;

      NOW THEREFORE , in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

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

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

     “ Adjusted LIBO Rate ” shall mean with respect to each Interest Period for a U.S. LIBOR Advance, the rate obtained by dividing (a) LIBOR for such Interest Period by (b) a percentage equal to 1 minus the Eurodollar Reserve Percentage.

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

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

     “ Advance ” shall mean any principal amount advanced and remaining outstanding at any time under (i) the Loans, which Advances shall be made or outstanding as Base Rate Advances, BA Advances or LIBOR Advances, as the case may be and (ii) the Swing Line Loans, which Advances shall be made or outstanding as Swing Line Rate Advances, as well as any renewal or conversion of any Advance.

     “ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

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

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

     “ Anniversary Date ” shall mean April 26, 2007 and April 26 in each succeeding calendar year occurring during the term of this Agreement.

     “ Applicable Margin ” shall mean, as of any date, with respect to interest on all Loans outstanding on any date or the letter of credit fees or stamping fees, as the case may be, a percentage per annum determined by reference to the Leverage Ratio from time to time in effect as set forth on Schedule I ; provided , that a change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the third Business Day after which the U.S. Borrower delivers the financial statements required by Sections 7.4(a) and (c)  and the compliance certificates required by Sections 7.4(b) and (d) ; provided further , that if at any time the U.S. Borrower shall have failed to deliver such financial statements and such compliance certificate when so required, the Applicable Margin shall be at Level I as set forth on Schedule I until such time as such financial statements and compliance certificates are delivered, at which time the Applicable Margin shall be determined as provided above. Any such change in the Applicable Margin shall not apply to outstanding BA Advances until such Advances are continued or converted into another form of Borrowing. Notwithstanding the foregoing, the

Applicable Margin from the Closing Date until the financial statements and compliance certificate for the fiscal quarter ending June 30, 2006 are required to be delivered shall be at Level III as set forth on Schedule I .

     “ Applicable Percentage ” shall mean, as of any date, with respect to the facility fee as of any date, a percentage per annum determined by reference to the Leverage Ratio from time to time in effect as set forth on Schedule I ; provided , that a change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective on the third Business Day after which the U.S. Borrower delivers the financial statements required by Sections 7.4(a ) and (c)  and the compliance certificates required by Sections 7.4(b) and (d) ; provided further , that if at any time the U.S. Borrower shall have failed to deliver such financial statements and such compliance certificate when so required, the Applicable Percentage shall be at Level I as set forth on Schedule I until such time as such financial statements and compliance certificates are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing, the Applicable Percentage from the Closing Date until the financial statements and compliance certificate for the fiscal quarter ending June 30, 2006 are required to be delivered shall be at Level III as set forth on Schedule I .

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

     “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee in accordance with the terms of this Agreement and substantially in the form of Exhibit A .

     “ Assuming Lender ” shall have the meaning set forth in Section 4.17(c) .

     “ Assumption Agreement ” shall have the meaning set forth in Section 4.17(c) .

     “ Authorized Financial Officer ” shall mean the Chief Financial Officer or Treasurer of the U.S. Borrower, or any designee of such officer.

     " Availability Period ” shall mean the period from the Closing Date to the Revolving Commitment Termination Date.

     “ BA Advance ” shall mean at any time the part of the Advances in Canadian Dollars which the Canadian Borrower has chosen to borrow by Bankers’ Acceptances, calculated based on the face amount of such Bankers’ Acceptances.

     “ BA Proceeds ” shall mean (a) for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable Acceptance Date by multiplying: (i) the face amount of the Bankers’ Acceptance (other than Discount Notes) by (ii) the following fraction:

1

, with such fraction being rounded up or down to the fifth decimal place and .00005 being rounded up; and (b) with respect to Canadian Lenders that are not banks or that do not accept Bankers’ Acceptances, the face amount of Discount Notes issued to them, less a discount established in the same manner as provided in (a) above (with references to “Bankers’ Acceptances” being replaced by references to “Discount Notes”) and the reference to “(other than Discount Notes)” in (i) being deleted.

     “ BA Request ” shall have the meaning set forth in Section 3.4(a) .

     “ Bankers’ Acceptance ” shall mean a non-interest bearing draft or bill of exchange (within the meaning of the Bills of Exchange Act (Canada)) in Canadian Dollars drawn and endorsed by the Canadian Borrower and accepted by a Canadian Lender in accordance with the provisions of Section 3.4 , and includes a Discount Note where the context permits. Provided a Canadian Lender elects to use a clearing house as contemplated by the Depository Bills and Notes Act (S. C. 1998 c. 13) (the “ Depository Act ”), “Bankers’ Acceptance” shall also mean a depository bill (as defined in the Depository Act) in Canadian Dollars signed by the Canadian Borrower and accepted by such Canadian Lender in accordance with the provisions of Section 3.4. Drafts or bills of exchange that become depository bills may nevertheless be referred to herein as “drafts”.

     “ Bankers’ Acceptance Discount Rate ” shall mean (a) in respect of Bankers’ Acceptances which have a Standard Term, the per annum rate of interest which is the rate determined as being the arithmetic average of the rates per annum (calculated on the basis of a year of three hundred and sixty-five (365) days) applicable to Canadian Dollar bankers’ acceptances having identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the Canadian Borrower displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Markets Monitor Service as at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Funding Agent in good faith after 10:00 a.m. (Toronto time) on such day or as soon thereafter as practicable to reflect any error in a posted rate of interest or in the posted average annual rate of interest); and (b) for Bankers’ Acceptance which do not have a Standard Term or if the rate referred to in paragraph (a) of this definition does not appear on such CDOR Page, the arithmetic average, as determined by the Agent, at or about 10:00 a.m. (Toronto time) on such day as the discount rate of each Schedule I bank under the Bank Act (Canada) which would be applicable in respect of an issue of bankers’ acceptances denominated in Canadian Dollars having a comparable face value and identical issue and maturity dates to the face value, issue and maturity date of the Bankers’ Acceptances proposed to be issued by the Borrower on such day, or if such day is not a Business Day, then on the immediately preceding Business Day. For purposes of this definition “Standard Term” shall mean a period of 30, 60, 90 or 180 days, as applicable.

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

     “ Base Rate ” shall mean the U.S. Base Rate, the Canadian US Base Rate or the Canadian Prime Rate, as the case may be.

     “ Base Rate Advance ” shall mean a Canadian Base Rate Advance or a U.S. Base Rate Advance, as the case may be.

     “ Base Rate Borrowing ” shall mean a Borrowing consisting of Base Rate Advances.

     “ Borrowed Debt ” shall mean, as of any date, with respect to the U.S. Borrower and its Subsidiaries, (a) the sum of (v) obligations for borrowed money and obligations evidenced by bonds, debentures, notes or other similar instruments, (w) Invested Amounts, (x) obligations in respect of acceptances, letters of credit or similar extensions of credit, in each case when issued, (y) capitalized lease obligations, and (z) Synthetic Lease Obligations.

     “ Borrower ” and “ Borrowers ” shall have the meanings set forth in the opening paragraph hereof.

     “ Borrowing ” shall mean the incurrence by any Borrower under any Facility of Advances of one Type, concurrently having the same Interest Period in the case of a Borrowing of Fixed Rate Advances (except as otherwise provided in Section 4.12 ), or the continuation or conversion of an existing Borrowing or Borrowings in whole or in part.

     “ Business Day ” shall mean (i) with respect to any borrowing, payment or rate selection of Advances under the U.S. Facility, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities and, with respect to U.S. LIBOR Advances, on which dealings in U.S. Dollars are carried on in the London interbank market, (ii) with respect to any borrowing, payment or rate selection of Advances under the Canadian Facility, a day (other than a Saturday or Sunday) on which banks generally are open in Toronto, Ontario (Canada) for the conduct of substantially all of their commercial lending activities and, with respect to Canadian LIBOR Advances, on which dealings in Canadian Dollars are carried on in the London interbank market and (iii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities.

     “ Canadian Base Rate Advance ” shall mean an Advance bearing interest based on the Canadian Prime Rate or the Canadian US Base Rate, as the case may be.

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

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

     “ Canadian Dollar Advances ” shall mean, at any time, all Advances made under the Canadian Facility in Canadian Dollars, and includes the BA Advances outstanding in Canadian Dollars.

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

     “ Canadian Facility ” shall mean, at any time, that certain revolving loan facility established under Article III hereof in a maximum principal amount equal to the Canadian Facility Commitment Amount from time to time, established by the Canadian Lenders in favor of the Canadian Borrower pursuant to the terms and conditions hereof.

     “ Canadian Facility Commitment ” shall mean, at any time for any Canadian Lender, the amount of the “Canadian Facility Commitment” set forth opposite such Lender’s name on Annex I hereto or, for any Person becoming a Canadian Lender after the Closing Date, the amount of the assigned “Canadian Facility Commitment” set forth in the Assignment and Acceptance executed by such Person, as the same may be increased or decreased from time to time as a result of any reduction thereof pursuant to the terms hereof, any assignment thereof pursuant to Section 11.4 , or any amendment thereof pursuant to Section 11.2 .

     “ Canadian Facility Commitment Amount ” shall mean, at any time, the aggregate amount of the Canadian Facility Commitments at such time. As of the Closing Date the aggregate U.S. Dollar Equivalent amount of Canadian Facility Commitments is $30,000,000.

     “ Canadian Facing Fee ” shall have the meaning set forth in Section 4.8(g) .

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

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

     “ Canadian L/C Commitment ” shall mean a portion of the Canadian Facility Commitments that may be used by the Canadian Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $5,000,000 or the Canadian Dollar Equivalent thereof at any one time.

     “ Canadian L/C Disbursement ” shall mean a payment made by the Canadian Issuing Bank pursuant to a Letter of Credit.

     “ Canadian L/C Exposure ” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit issued under the Canadian Facility at such time, plus (ii) the aggregate amount of all Canadian L/C Disbursements that have not been reimbursed by or on behalf of the Canadian Borrower at such time. The Canadian L/C Exposure of any Canadian Lender at any time shall be its Pro Rata Share of the total Canadian L/C Exposure at such time.

     “ Canadian Lenders ” shall mean, collectively, each of the Persons identified as a “Canadian Lender” on Annex I hereto, acting through its lending office in Canada as such Person may specify in accordance with the terms and conditions hereof, and any Person who becomes a Canadian Lender by way of assignment in accordance with the terms hereof, together with their respective successors and permitted assigns.

     “ Canadian Letter of Credit Fee ” shall have the meaning set forth in Section 4.8(e) .

     “ Canadian LIBOR Advances ” shall mean an Advance in U.S. Dollars bearing interest based on Canadian LIBOR Rate.

     “ Canadian LIBOR Rate ” shall mean, with respect to any Interest Period relating to a Canadian LIBOR Advance, the British Bankers’ Association Interest Settlement Rate per annum for deposits in U.S. Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided , that if the Canadian Funding Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, Canadian LIBOR Rate shall mean the rate of interest determined by the Canadian Funding Agent to be the average (rounded upward, if necessary, to the nearest 1/100 ^th of 1%) of the rates per annum at which deposits in U.S. Dollars are offered to the Canadian Funding Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. (New York, New York time) for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Canadian LIBOR Advance of the Canadian Funding Agent.

     “ Canadian Loans ” shall mean, collectively, the loans, including, without limitation, BA Advances, made by the Canadian Lenders to the Canadian Borrower under the Canadian Facility pursuant to Article III .

     “ Canadian Prime Rate ” shall mean, on any date of determination, the higher of (a) the reference rate of interest, expressed as an annual rate, publicly announced or posted from time to time by the Canadian Funding Agent as being its reference rate then in effect for determining interest rates on demand commercial loans granted in Canada in Canadian Dollars to its clients (whether or not any such loans are actually made) or (b) the average one month Bankers’ Acceptance rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. (Toronto, Ontario time) on such day plus 1% per annum.

     “ Canadian Revolving Credit Exposure ” shall mean, with respect to any Canadian Lender at any time, the sum of the outstanding principal amount of such Lender’s Canadian Loans, Canadian L/C Exposure and Canadian Swing Line Exposure.

     “ Canadian Swing Line Borrowing ” shall mean any Borrowing consisting or to consist of a Canadian Swing Line Rate Advance.

     “ Canadian Swing Line Commitment ” shall mean the commitment of the Canadian Swing Line Lender to make Canadian Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed Cdn.$6,000,000 or the Dollar Equivalent thereof at any one time.

     “ Canadian Swing Line Exposure ” shall mean, with respect to each Canadian Lender, the outstanding principal amount of the Canadian Swing Line Loans multiplied by such Canadian Lender’s Pro Rata Share of the Canadian Facility Commitments.

     “ Canadian Swing Line Lender ” shall mean Bank of Montreal or any subsequent Canadian Lender extending to the Canadian Borrower the Canadian Swing Line Commitment hereunder.

     “ Canadian Swing Line Loans ” shall mean, collectively, the loans made to the Canadian Borrower by the Canadian Swing Line Lender pursuant to the Canadian Swing Line Commitment.

     “ Canadian Swing Line Note ” shall mean the promissory note of the Canadian Borrower payable to the order of the Canadian Swing Line Lender, substantially in the form of Exhibit K , evidencing the Canadian Swing Line Loans, either as originally executed or as it may be from time to time supplemented, modified, amended, renewed or extended.

     “ Canadian Swing Line Rate ” shall mean, for any Interest Period, the rate as offered by the Canadian Swing Line Lender and accepted by the Canadian Borrower.

     “ Canadian Swing Line Rate Advance ” shall mean any Advance hereunder which bears interest based on the Canadian Swing Line Rate.

     “ Canadian US Base Rate ” shall mean, on any date of determination, the rate of interest, expressed as an annual rate, publicly announced or posted from time to time by the Canadian Funding Agent as its reference rate then in effect for determining interest rates on demand commercial loans granted in Canada in U.S. Dollars to its clients (whether or not any such loans are actually made); provided that if the Canadian US Base Rate is, for any period, less than the Federal Funds Rate plus 0.50% per annum, the Canadian US Base Rate for such period shall be deemed to be equal to the Federal Funds Rate plus 0.50% per annum. If for any reason the Canadian Funding Agent shall have determined (which determination shall be conclusive, absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the inability of failure of the Canadian Funding Agent to obtain sufficient bid or publications in accordance with the terms hereof, the Canadian Funding Agent’s announced Canadian US Base Rate shall apply.

     “ Change in Law ” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any

change in the interpretation or application thereof, by any governmental authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or any Issuing Bank (or for purposes of Section 4.12(b) , by such Lender’s or Issuing Bank’s parent corporation, if applicable) with any request, guideline or directive (whether or not having the force of law) of any governmental authority made or issued after the date of this Agreement.

     “ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, BA Advances or Swing Line Loans and when used in reference to any Commitment, refers to whether such Commitment is a U.S. Facility Commitment, a Canadian Facility Commitment or the Swing Line Commitment.

     “ Closing Date ” shall mean April 26, 2006.

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

     “ Commitment Date ” shall have the meaning specified in Section 4.18(b) .

     “ Commitment Increase ” shall have the meaning specified in Section 4.18(a) .

     “ Commitments ” shall mean, collectively, the Canadian Facility Commitments, the U.S. Facility Commitments, the U.S. L/C Commitment, the Canadian L/C Commitment, the U.S. Swing Line Commitment and the Canadian Swing Line Commitment.

     “ Consenting Lender ” has the meaning specified in Section 4.17(b) .

     “ Consolidated ” refers to the consolidation of the accounts of the U.S. Borrower and its Subsidiaries in accordance with generally accepted accounting principles, including principles of consolidation, consistent with those applied in the preparation of the Consolidated financial statements referred to in Section 6.5 .

     “ Contractual Currency ” shall have the meaning assigned to such term in Section 3.8(b) .

     “ Conversion Date ” shall have the meaning assigned to such term in Section 3.8(b) .

     “ Debt ” of any Person shall mean, without duplication, (i) obligations of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (iv) obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) capitalized lease obligations of such Person, (vi) obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, in each case when issued, (vii) guaranties by such Person of the type of indebtedness described in clauses (i) through (vi) above, (viii) all indebtedness of a third party secured by any lien on property owned by such Person, whether or not such indebtedness has been assumed by such Person; provided that to the extent recourse is limited to recovery against a specific asset, the amount of such indebtedness shall be the lesser of (x) the amount of such

lien and (y) the fair market value of such asset, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock or equity interests of such Person, (x) all Synthetic Lease Obligations and Invested Amounts of such Person and (xi) all net obligations under any Hedge Agreement.

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

     “ Discount Note ” shall mean a non-interest bearing promissory note denominated in Canadian Dollars issued by the Canadian Borrower to a Canadian Lender or sub-participant which is not a bank or which does not stamp Bankers’ Acceptances or depository bills (within the meaning of the Depository Act), such note to be in the form normally used by such Canadian Lender or sub-participant.

     “ EBITDA ” shall mean, for any period, an amount equal to Consolidated net income (or net loss) of the U.S. Borrower plus to the extent deducted in determining Consolidated net income for such period, the sum of (a) net interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) non-recurring, non-cash losses and non-cash restructuring charges and (f) minority interest earnings minus (y) minority interest losses and (z) non-recurring, non-cash gains and non-cash restructuring gains, in each case determined in accordance with GAAP by reference to the Consolidated financial statements of the U.S. Borrower required to be delivered pursuant to Section 7.4 .

     “ Eligible Assignee ” shall mean (a) with respect to any U.S. Lender (i) a U.S. Lender; (ii) an Affiliate of a U.S. Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural Person) approved by the Administrative Agent, the U.S. Issuing Bank, and unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the U.S. Borrower (each such approval not to be unreasonably withheld or delayed) or (b) with respect to any Canadian Lender (i) a Canadian Lender; (ii) an Affiliate of a Canadian Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural Person) approved by the Canadian Funding Agent, the Canadian Issuing Bank, and unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the Canadian Borrower (each such approval not to be unreasonably withheld or delayed); provided that, an Eligible Assignee with respect to a Canadian Lender shall not include a non-resident person (other than an authorized foreign bank deemed to be resident of Canada with respect to all payments made hereunder) or a partnership that is not a Canadian partnership for purposes of Part XIII of the ITA. If the consent of any Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in paragraph of Section 11.4) , such Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to such Borrower, unless such consent is expressly refused by such Borrower prior to such fifth Business Day.

     “ Environmental Law ” shall mean any federal, state, local, provincial or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency

interpretation, policy or guidance relating to the environment, health, safety or Hazardous Materials.

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

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

     “ ERISA Affiliate ” shall mean any Person that for purposes of Title IV of ERISA is a member of the U.S. Borrower’s controlled group or under common control with such Person, as the case may be, within the meaning of Section 414 of the Code.

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

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

     “ Event of Default ” shall have the meaning provided in Article IX.

     “ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.

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

     “ Excluded Taxes ” shall mean with respect to the Administrative Agent, the Canadian Funding Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America, Canada or any similar tax imposed by any other jurisdiction in which any Lender is located, (c) capital taxes imposed on (or measured by) its capital by Canada or any province or political subdivision thereof, and (d) in the case of a Foreign Lender which is a U.S. Lender, any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office (other than at the request of the Borrower), other than taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure to comply with Section 4.15(f) .

     “ Existing Credit Agreement ” shall mean that certain Credit Agreement, dated as of September 2, 2004, among the Borrowers, the lenders party thereto, SunTrust Bank, in its capacity as administrative agent for the lenders, and the other parties thereto, as amended and in effect on the Closing Date.

     “ Existing Letters of Credit ” shall mean the letters of credit issued by SunTrust Bank for the benefit of the U.S. Borrower pursuant to the Existing Credit Agreement and the letters of credit issued by the Bank of Montreal for the benefit of the Canadian Borrower pursuant to the Existing Credit Agreement, in each case as more fully described on Schedule 1.1.

     “ Extension Date ” shall have the meaning set for in Section 4.17(b) .

     “ Facility ” or “ Facilities ” shall mean the U.S. Facility, the Canadian Facility, the Revolving Loan Commitments, the U.S. Swing Line Commitment, the Canadian Swing Line Commitment, the Canadian L/C Commitment or the U.S. L/C Commitment, as the context may indicate.

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

     “ Fee Letter ” shall mean that certain Fee Letter, dated as of March 14, 2006, executed by SunTrust Capital Markets, Inc. and SunTrust Bank and acknowledged and agreed to by the U.S. Borrower.

     “ Fees ” shall mean, collectively, the Revolving Loan Facility Fees, the U.S. Letter of Credit Fee, the Canadian Letter of Credit Fee, the Stamping Fee, the U.S. Facing Fee and the Canadian Facing Fee.

     “ Fitch ” shall mean Fitch Ratings Ltd., or any successor or assignee of the business of such company in the business of rating securities.

     “ Fixed Rate Advance ” shall mean a LIBOR Advance, a BA Advance or a Swing Line Rate Advance.

     “ Foreign Lender ” shall mean any U.S. Lender that is not a United States person under Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended and in effect from time to time.

     “ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

     “ Hazardous Materials ” shall mean petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, radon gas and any other chemicals, materials or substances designated, classified or regulated as being “hazardous” or “toxic,” or words of similar import, under any federal, state, local, provincial or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance.

     “ Hedge Agreements ” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

     “ Increase Date ” has the meaning specified in Section 4.18(a) .

     “ Increasing Lender ” has the meaning specified in Section 4.18(b) .

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

     “ Information Memorandum ” shall mean the Confidential Information Memorandum dated March 2006 relating to the U.S. Borrower and the transactions contemplated by this Agreement and the other Loan Documents.

     “ Interest Coverage Ratio ” shall mean for any Measurement Period, the ratio of Consolidated EBITDA of the U.S. Borrower and its Subsidiaries during such Measurement Period to net interest expense of all Debt during such Measurement Period by the U.S. Borrower and its Subsidiaries as determined in accordance with GAAP.

     “ Interest Period ” shall mean (i) a period of one, two, three or six months (or if available to all U.S. Lenders, any other period of less than twelve (12) months), with respect to any U.S. LIBOR Advances, (ii) a period requested by the U.S. Borrower and agreed to by the U.S. Swing Line Lender for any U.S. Swing Line Rate Advance, (iii) a period requested by the Canadian Borrower and agreed to by the Canadian Swing Line Lender for any Canadian Swing Line Rate Advance, (iv) a period of one, two, three or six months (or if available to all Canadian Lenders, any other period of less than twelve (12) months), with respect to any Canadian LIBOR Advances and (v) a period of one, two, three, six months (or, if available to all Canadian Lenders, any other period of less than twelve (12) months) requested by the Canadian Borrower with respect to any Bankers’ Acceptance; provided , that:

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

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

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

     (iv) no Interest Period may extend beyond the Revolving Commitment Termination Date.

     “ Invested Amounts ” shall mean the amounts invested by investors, other than Affiliates of the Borrowers, in connection with receivables securitization programs to which accounts receivable originated by the U.S. Borrower or its Subsidiaries are subject, where such invested amounts are in part reduced by the aggregate amounts received by such investors from the payment of amounts owing in connection with such accounts receivable originated by the U.S. Borrower or its Subsidiaries.

     “ Issuing Bank ” shall mean the Canadian Issuing Bank or the U.S. Issuing Bank, as the case may be.

     “ ITA ” shall mean the Income Tax Act (Canada) and the Regulations thereto.

     “ L/C Cash Collateral Account ” shall mean a cash collateral account in the name of the U.S. Borrower or the Canadian Borrower, as the case may be, established with the Administrative Agent, with respect to Letters of Credit issued under the U.S. Facility, or the Canadian Funding Agent, with respect to Letters of Credit issued under the Canadian Facility, for deposit of cash collateral for the Letter of Credit Obligations, which account shall be designated as the L/C Cash Collateral Account and shall be subject to the sole dominion and control of the Administrative Agent or the Canadian Funding Agent, as the case may be.

     “ L/C Disbursement ” shall mean a Canadian L/C Disbursement or a U.S. L/C Disbursement, as the context may require.

     “ L/C Exposure ” shall mean Canadian L/C Exposure or U.S. L/C Exposure, as the context may require.

     “ Lenders ” shall mean, collectively, the Canadian Lenders and the U.S. Lenders, and shall include, where appropriate, the U.S. Swing Line Lender and the Canadian Swing Line Lender.

     “ Lending Office ” shall mean, for each Lender, the office that such Lender may designate in writing from time to time to the Borrowers, the Administrative Agent and the Canadian Funding Agent, if applicable, with respect to each Type of Loan, it being understood that the Lending Office of any Canadian Lender shall be located in Canada.

     “ Letter of Credit Obligations ” shall mean, with respect to any Letters of Credit outstanding as of any date of determination, the sum of (a) the maximum aggregate amount which at such date of determination is available to be drawn by the beneficiaries thereof (assuming the conditions for drawing thereunder have been met) under such Letters of Credit then outstanding, plus (b) the aggregate amount of all drawings under such Letters of Credit

honored by the Canadian Issuing Bank or the U.S. Issuing Bank, as the case may be, and not theretofore reimbursed by the U.S. Borrower or the Canadian Borrower, as the case may be.

     “ Letters of Credit ” shall mean the letters of credit issued pursuant to Section 2.5 by the U.S. Issuing Bank for the account of the U.S. Borrower pursuant to the U.S. L/C Commitment and/or the letters of credit issued pursuant to Section 3.10 by the Canadian Issuing Bank for the account of the Canadian Borrower pursuant to the Canadian L/C Commitment including, without limitation, the Existing Letters of Credit.

     “ Leverage Ratio ” shall mean, for any Measurement Period, the ratio of Consolidated Net Borrowed Debt of the U.S. Borrower as of the last day of such Measurement Period to Consolidated EBITDA of the U.S. Borrower and its Subsidiaries during such Measurement Period, as determined in accordance with GAAP by reference to the Consolidated financial statements of the U.S. Borrower required to be delivered pursuant to Section 7.4 .

     “ LIBOR ” shall mean, for any applicable Interest Period with respect to any U.S. LIBOR Advance, the British Bankers’ Association Interest Settlement Rate per annum for deposits in U.S. Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided , that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100 ^th of 1%) of the rates per annum at which deposits in U.S. Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. (New York, New York time) for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the U.S. LIBOR Advance of the Administrative Agent.

     “ LIBOR Advance ” shall mean a Canadian LIBOR Advance or a U.S. LIBOR Advance, as the case may be.

     “ LIBOR Borrowing ” shall mean a Borrowing consisting of LIBOR Advances.

     “ Lien ” shall have the meaning assigned to such term in Section 6.7 .

     “ Liquidation Currency ” shall have the meaning assigned to such term in Section 3.8(c) .

     “ Loan Documents ” shall mean, collectively, this Agreement, the Notes, the Letters of Credit, the Parent Guaranty Agreement and any and all other instruments, agreements, documents and writings executed in connection herewith or therewith.

     “ Loans ” shall mean, collectively, all Revolving Loans and Swing Line Loans.

     “ Margin Stock ” has the meaning given that term in Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, condition (financial or otherwise), operations or properties of the U.S. Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent, the Canadian Funding Agent or any Lender under this Agreement or any other Loan Document or (c) the ability of the U.S. Borrower to perform its obligations under this Agreement or any other Loan Document.

     “ Measurement Period ” shall mean, as of any date of determination, the most recently completed four consecutive fiscal quarters of the U.S. Borrower ending on or immediately prior to such date.

     “ Moody’s ” shall mean Moody’s Investor Services, Inc.

     “ Multiemployer Plan ” shall mean a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, to which the U.S. Borrower or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

     “ Multiple Employer Plan ” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any of its ERISA Affiliates and at least one Person other than such Person and its ERISA Affiliates or (b) was so maintained and in respect of which such Person or any of its ERISA Affiliates could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

     “ Net Borrowed Debt ” shall mean, as of any date, with respect to the U.S. Borrower and its Subsidiaries, (a) Borrowed Debt minus (b) cash on the Consolidated balance sheet of the U.S. Borrower to the extent cash exceeds $50,000,000.

     “ Notes ” shall mean, collectively, the Revolving Notes and the Swing Line Notes.

     “ Non-Consenting Lender ” shall have the meaning specified in Section 4.17(b)

     “ Notice of Borrowing ” shall mean a Notice of U.S. Borrowing or a Notice of Canadian Borrowing, as the context may require.

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

     “ Notice of Canadian Swing Line Borrowing ” shall have the meaning as set forth in Section 3.13 .

     “ Notice of Conversion/Continuation ” shall have the meaning set forth in Section 4.2(b) .

     “ Notice of U.S. Swing Line Borrowing ” shall have the meaning as set forth in Section 2.4 .

     “ Notice of U.S. Borrowing ” shall have the meaning set forth in Section 2.3 .

     “ Obligations ” shall mean, with respect to any Person, any obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such obligation is discharged, stayed or otherwise affected by any proceeding referred to in Section 9.1(f) . Without limiting the generality of the foregoing, the Obligations of the Borrowers under this Agreement and any other Loan Document include (i) all principal, interest, letter of credit reimbursement obligations, charges, expenses, fees, attorneys’ fees, disbursements, indemnities and any other amounts (including all fees and expenses of counsel to the Administrative Agent, the Canadian Funding Agent, any Issuing Bank and any Lender (including the Swing Line Lenders)) payable by any Borrower to the Administrative Agent, the Canadian Funding Agent, any Issuing Bank or any Lender (including the Swing Line Lenders) pursuant to or in connection with this Agreement or any other Loan Document, and (ii) any amount in respect of any of the foregoing payable by any Borrower pursuant to or in connection with this Agreement or any other Loan Document, that any Lender, in its sole discretion and upon five Business Days’ notice to the applicable Borrower, may elect to pay or advance on behalf of such Borrower.

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

     “ PBGC ” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

     “ Parent Guaranty Agreement ” shall mean that certain Guaranty Agreement executed by the U.S. Borrower in favor of the Canadian Funding Agent substantially in the form of Exhibit I , pursuant to which the U.S. Borrower guarantees all obligations of the Canadian Borrower under this Agreement and all other Loan Documents.

     “ Payment Office ” shall mean, (i) with respect to payments of principal, interest, fees or other amounts relating to the Revolving Loans and all other Obligations under the U.S. Facility, the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the U.S. Borrower and the U.S. Lenders, which office must be in the United States of America or (ii) with respect to payments of principal, interest, fees or other amounts relating to the Revolving Loans and all other Obligations under the Canadian Facility, the office of the Canadian Funding Agent located at 100 King Street West, 19 ^th Floor, First Canadian Place, Toronto, Ontario M5X 1H3, or such other location as to which the Canadian Funding Agent

shall have given written notice to the Canadian Borrower and the Canadian Lenders, which office must be in Canada.

     “ Person ” shall mean an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

     “ Permitted Investments ” shall mean: (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States or Canada (or by any agency thereof); (ii) municipal securities; (iii) commercial paper having the highest rating, at the time of acquisition thereof, of S&P, Moody’s, Fitch or Dominion Bond Rating Service Limited; (iv) certificates of deposit, bankers’ acceptances and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof or the laws of Canada; (v) Yankee Certificates of Deposit, eurodollar certificates of deposit and time deposits; (vi) bank repurchase agreements with a maturity of up to 90 days; and (vii) money market mutual funds having the highest rating of S&P, Moody’s Fitch or Dominion Bond Rating Service Limited. Unless otherwise specified above, all investments must have a minimum long-term rating of A or higher by S&P or the equivalent rating of Moody’s or Dominion Bond Rating Service Limited. Bank investments are limited to banks with $500,000,000 or more in assets. All investments listed in items (i) through (v) and (vii) above must have a maturity of 365 days or less.

     “ Plan ” shall mean a Single Employer Plan or a Multiple Employer Plan.

     “ Pro Rata Share ” shall mean (i) with respect to any Commitment of any Lender at any time, a percentage, the numerator of which shall be such Commitment of such Lender (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure), and the denominator of which shall be the sum of such Commitments of all Lenders (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders) and (ii) with respect to all Commitments of any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s Commitments (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure) and the denominator of which shall be the sum of all Lenders’ Commitments (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments).

     “ Public Debt Rating ” shall mean, as of any date, the better of (a) the lowest rating of any class of long-term public unsecured senior debt issued by the U.S. Borrower as most recently announced by Moody’s and (b) the lowest rating of the U.S. Borrower’s long-term public unsecured senior debt as most recently announced by S&P, as the case may be, or, if either Moody’s or S&P is no longer in existence on such date, a Substitute Rating Agency, provided , however, that (i) if any rating established by S&P or Moody’s (or any Substitute Rating Agency) shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (ii) if S&P or Moody’s (or

any Substitute Rating Agency) shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s (or any Substitute Rating Agency), as the case may be, shall refer to the then equivalent rating by S&P or Moody’s (or any Substitute Rating Agency), as the case may be.

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

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

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

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

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

     “ Reset Date ” shall have the meaning assigned to such term in Section 3.9(a) .

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

     “ Revolving Commitment Termination Date ” shall mean the earlier of (i) April 26, 2011, and (ii) the date on which all amounts outstanding under this Agreement have been declared to be, or have automatically become, due and payable pursuant to Article IX .

     “ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans, L/C Exposure and Swing Line Exposure.

     “ Revolving Loan ” shall mean a loan outstanding under the Revolving Loan Commitments.

     “ Revolving Loan Commitments ” shall mean, collectively, the U.S. Facility Commitments and the Canadian Facility Commitments.

     “ Revolving Loan Facility Fees ” shall have the meaning set forth in Section 4.8(b) .

     “ Revolving Note ” shall mean a promissory note of the U.S. Borrower or the Canadian Borrower, as the case may be, payable to the order of any Lender, in substantially the form of Exhibit B , evidencing the Loans made by such Lender pursuant to the Revolving Loan Commitments, either as originally executed or as it may be from time to time supplemented, modified, amended, renewed or extended.

     “ S&P ” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

     “ Single Employer Plan ” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the U.S. Borrower or any of its ERISA Affiliates and no Person other than such Person and its ERISA Affiliates, or (ii) was so maintained and in respect of which the U.S. Borrower or its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

     “ Stamping Fees ” shall mean, with respect to BA Advances, the fee calculated by (a) multiplying the Applicable Margin for stamping fees by the face amount of the Bankers’ Acceptances being issued and stamped in connection with the BA Advance being made, (b) dividing the product so obtained by 365 or, in a leap year, 366, and (c) multiplying the result so obtained by the number of days in the relevant Interest Period.

     “ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

     “ Substitute Rating Agency ” shall mean a nationally recognized credit rating organization designated by the U.S. Borrower and approved by the Administrative Agent.

     “ Swing Line Borrowing ” shall mean a U.S. Swing Line Borrowing or a Canadian Swing Line Borrowing, as the case may be.

     “ Swing Line Exposure ” shall mean Canadian Swing Line Exposure or U.S. Swing Line Exposure, as the context may require.

     “ Swing Line Lenders ” shall mean, collectively, the U.S. Swing Line Lender and the Canadian Swing Line Lender.

     “ Swing Line Loans ” shall mean, collectively, the U.S. Swing Line Loans and the Canadian Swing Line Loans.

     “ Swing Line Notes ” shall mean, collectively, the U.S. Swing Line Note and the Canadian Swing Line Note.

     “ Swing Line Rate Advances ” shall mean, collectively, the U.S. Swing Line Rate Advances and the Canadian Swing Line Rate Advances.

     “ Synthetic Lease Obligations ” shall mean the monetary obligation of a Person under a synthetic, off-balance sheet or tax retention lease or any other monetary obligation arising under a similar transaction.

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

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

     “ Type ” of Borrowing shall mean a Borrowing composed of U.S. Base Rate Advances, Canadian Base Rate Advances bearing interest based on the Canadian Prime Rate, Canadian Base Rate Advances bearing interest based on the Canadian US Base Rate, U.S. LIBOR Advances, Canadian LIBOR Advances, BA Advances or Swing Line Rate Advances, as the case may be.

     “ U.S. Base Rate ” shall mean the higher of (x) the rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (y) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum; the Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers; the Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate.

     “ U.S. Base Rate Advance ” shall mean an Advance bearing interest based on the U.S. Base Rate.

     “ U.S. Borrower ” shall have the meaning set forth in the opening paragraph hereof.

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

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

     “ U.S. Facility ” shall mean, at any time, that certain revolving loan facility in a maximum principal amount equal to the U.S. Facility Commitment Amount from time to time, established by the U.S. Lenders in favor of the U.S. Borrower pursuant to Section 2.1.

     “ U.S. Facility Commitment ” shall mean, at any time for any U.S. Lender, the commitment of such U.S. Lender to the U.S. Facility, initially in the amount set forth opposite such Lender’s name on Annex I hereto or, for any Person becoming a U.S. Lender after the Closing Date, the amount of the assigned “U.S. Facility Commitment” set forth in the Assignment and Acceptance executed by such Person, as the same may be increased or decreased from time to time as a result of any reduction thereof pursuant to the terms hereof, any assignment thereof pursuant to Section 11.4 , or any amendment thereof pursuant to Section 11.2 .

     “ U.S. Facility Commitment Amount ” shall mean, at any time, the aggregate amount of the U.S. Facility Commitments at such time. As of the Closing Date, the aggregate amount of U.S. Facility Commitment Amount is $470,000,000.

     “ U.S. Facing Fee ” shall have the meaning set forth in Section 4.8(f) .

     “ U.S. Issuing Bank ” shall mean SunTrust Bank, as issuer of Letters of Credit pursuant to Section 2.5 .

     “ U.S. L/C Commitment ” shall mean a portion of the U.S. Facility Commitments that may be used by the U.S. Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $25,000,000.

     “ U.S. L/C Disbursement ” shall mean a payment made by the U.S. Issuing Bank pursuant to a Letter of Credit.

     “ U.S. L/C Exposure ” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit issued under the U.S. Facility at such time, plus (ii) the aggregate amount of all U.S. L/C Disbursements that have not been reimbursed by or on behalf of the U.S. Borrower at such time. The U.S. L/C Exposure of any Lender shall be its Pro Rata Share of the total U.S. L/C Exposure at such time.

     “ U.S. Lenders ” shall mean, collectively, each of the Persons identified as a “U.S. Lender” on Annex I hereto acting through its lending office in the United States of America as such Person may specify in accordance with the terms and conditions hereof, and any Person who becomes a U.S. Lender by way of assignment in accordance with the terms hereof, together with their respective successors and permitted assigns.

     “ U.S. Letter of Credit Fee ” shall have the meaning set forth in Section 4.8(d) .

     “ U.S. LIBOR Advance ” shall mean an Advance bearing interest based on the Adjusted LIBO Rate.

     “ U.S. Revolving Credit Exposure ” shall mean, with respect to any U.S. Lender at any time, the sum of the outstanding principal amount of such Lender’s U.S. Revolving Loans, U.S. L/C Exposure and U.S. Swing Line Exposure.

     “ U.S. Revolving Loans ” shall mean, collectively, the loans made by the U.S. Lenders to the U.S. Borrower under the U.S. Facility pursuant to Section 2.2 .

     “ U.S. Swing Line Borrowing ” shall mean any Borrowing consisting or to consist of a U.S. Swing Line Rate Advance.

     “ U.S. Swing Line Commitment ” shall mean the commitment of the U.S. Swing Line Lender to make U.S. Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed $10,000,000.

     “ U.S. Swing Line Exposure ” shall mean, with respect to each U.S. Lender, the outstanding principal amount of the U.S. Swing Line Loans multiplied by such U.S. Lender’s Pro Rata Share of the U.S. Facility Commitments.

     “ U.S. Swing Line Lender ” shall mean SunTrust Bank or any subsequent U.S. Lender extending to the U.S. Borrower the U.S. Swing Line Commitment hereunder.

     “ U.S. Swing Line Loans ” shall mean, collectively, the loans made to the U.S. Borrower by the U.S. Swing Line Lender pursuant to the U.S. Swing Line Commitment.

     “ U.S. Swing Line Note ” shall mean the promissory note of the U.S. Borrower payable to the order of the U.S. Swing Line Lender, substantially in the form of Exhibit C , evidencing the U.S. Swing Line Loans, either as originally executed or as it may be from time to time supplemented, modified, amended, renewed or extended.

     “ U.S. Swing Line Rate ” shall mean, for any Interest Period, the rate as offered by the U.S. Swing Line Lender and accepted by the U.S. Borrower.

     “ U.S. Swing Line Rate Advance ” shall mean any Advance hereunder which bears interest based on the U.S. Swing Line Rate.

     “ Voting Stock ” shall mean capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

     “ Withdrawal Liability ” shall have the meaning given such term under Part 1 of Subtitle E of Title IV of ERISA.

     “ Yankee Certificate of Deposit ” shall mean a negotiable certificate of deposit issued and payable in U.S. Dollars to the bearer in the United States by the branch office of a foreign bank.

           Section 1.2. Accounting Terms and Determination . Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the U.S. Borrower delivered pursuant to Section 7.4; provided , that if the U.S. Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Sections 8.6 or 8.7 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders wish to amend any of such sections for such purpose), then the U.S. Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the U.S. Borrower and the Required Lenders.

           Section 1.3. Classifications of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan” or “Swing Line Loan”) or by Type (e.g. a “U.S. LIBOR Loan”, “Base Rate Loan” or “Fixed Rate Loan”) or by Class and Type (e.g. “Revolving U.S. LIBOR Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “U.S. LIBOR Borrowing”) or by Class and Type (e.g. “ Revolving U.S. LIBOR Borrowing”).

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

ARTICLE II

AMOUNT AND TERMS OF U.S. CREDIT FACILITY

           Section 2.1. General Description of U.S. Credit Facility . Subject to and upon the terms and conditions herein set forth, (a) the U.S. Lenders hereby establish in favor of the U.S. Borrower a revolving credit facility pursuant to which each U.S. Lender severally agrees (to the extent of such U.S. Lender’s U.S. Facility Commitment) to make U.S. Revolving Loans to the U.S. Borrower in accordance with Section 2.2 , (b) the U.S. Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.5 , (c) the U.S. Swing Line Lender agrees to make U.S. Swing Line Loans to the U.S. Borrower in accordance with Section 2.4 and (d) each U.S. Lender agrees to purchase a participation interest in the Letters of Credit issued under the U.S. Facility and U.S. Swing Line Loans in accordance with this Article II ; provided , however , that in no event may the aggregate amount of all U.S. Revolving Loans, Letter of Credit Obligations and U.S. Swing Line Exposure outstanding under the U.S. Facility exceed at any time the U.S. Facility Commitment Amount then in effect.

           Section 2.2. U.S. Revolving Loans . Subject to and upon the terms and conditions set forth herein, each U.S. Lender severally agrees to make U.S. Revolving Loans, ratably in proportion to its Pro Rata Share of the U.S. Facility Commitment Amount, to the U.S. Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) such U.S. Lender’s U.S. Revolving Credit Exposure exceeding such U.S. Lender’s U.S. Facility Commitment or (b) the sum of the aggregate U.S. Revolving Credit Exposures of all U.S. Lenders exceeding the U.S. Facility Commitment Amount. During the Availability Period, the U.S. Borrower shall be entitled to borrow, prepay and reborrow U.S. Revolving Loans in accordance with the terms and conditions of this Agreement; provided , that the U.S. Borrower may not borrow or reborrow should there exist a Default or Event of Default.

           Section 2.3. Procedure for U.S. Revolving Borrowings . The U.S. Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing to be made under the U.S. Facility substantially in the form of Exhibit E (a “ Notice of U.S. Borrowing ”) (x) prior to 1:00 p.m. (New York time) on the requested date of each U.S. Base Rate Borrowing and (y) prior to 1:00 p.m. (New York time) three (3) Business Days prior to the requested date of each U.S. LIBOR Borrowing. Each Notice of U.S. Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Loan comprising such Borrowing, (iv) the account of the U.S. Borrower to which the proceeds of such Borrowing should be credited and (v) in the case of a U.S. LIBOR Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Borrowing made under the U.S. Facility shall consist entirely of U.S. Base Rate Advances or U.S. LIBOR Advances, as the U.S. Borrower may request. The aggregate principal amount of each U.S. LIBOR Borrowing shall be not less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each U.S. Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided , that any U.S. Base Rate Borrowing made pursuant to Section 2.4(c) or Section 2.5(e) may be made in

lesser amounts as provided therein. At no time shall the total number of Borrowings outstanding at any time under the U.S. Facility and bearing interest at the Adjusted LIBO Rate exceed twelve. Promptly following the receipt of a Notice of U.S. Borrowing in accordance herewith, the Administrative Agent shall advise each U.S. Lender of the details thereof and the amount of such U.S. Lender’s U.S. Revolving Loan to be made as part of the requested Borrowing.

           Section 2.4. U.S. Swing Line Commitment .

          (a) Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender agrees to make U.S. Swing Line Loans to the U.S. Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the U.S. Swing Line Commitment then in effect and (ii) the U.S. Facility Commitment Amount minus the U.S. Revolving Loans and U.S. L/C Exposure; provided , that the U.S. Swing Line Lender shall not be required to make a U.S. Swing Line Loan to refinance an outstanding U.S. Swing Line Loan. The U.S. Borrower shall be entitled to borrow, repay and reborrow U.S. Swing Line Loans in accordance with the terms and conditions of this Agreement.

          (b) The U.S. Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each U.S. Swing Line Borrowing substantially in the form of Exhibit D attached hereto (“ Notice of U.S. Swing Line Borrowing ”) prior to 1:00 p.m. (New York, New York time) on the requested date of each U.S. Swing Line Borrowing. Each Notice of U.S. Swing Line Borrowing shall be irrevocable and shall specify: (i) the principal amount of such U.S. Swing Line Loan, (ii) the date of such U.S. Swing Line Loan (which shall be a Business Day) and (iii) the account of the U.S. Borrower to which the proceeds of such U.S. Swing Line Loan should be credited. The Administrative Agent will promptly advise the U.S. Swing Line Lender of each Notice of U.S. Swing Line Borrowing. Each U.S. Swing Line Loan shall accrue interest at the U.S. Swing Line Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the U.S. Borrower and the U.S. Swing Line Lender. The aggregate principal amount of each U.S. Swing Line Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the U.S. Swing Line Lender and the U.S. Borrower. The U.S. Swing Line Lender will make the proceeds of each U.S. Swing Line Loan available to the U.S. Borrower in U.S. Dollars in immediately available funds at the account specified by the U.S. Borrower in the applicable Notice of U.S. Swing Line Borrowing not later than 3:00 p.m. (New York, New York time) on the requested date of such U.S. Swing Line Loan.

          (c) The U.S. Swing Line Lender, at any time and from time to time in its sole discretion, may, on behalf of the U.S. Borrower (which hereby irrevocably authorizes and directs the U.S. Swing Line Lender to act on its behalf), give a Notice of U.S. Borrowing to the Administrative Agent requesting the U.S. Lenders (including the U.S. Swing Line Lender) to make U.S. Base Rate Loans in an amount equal to the unpaid principal amount of any U.S. Swing Line Loan. Each U.S. Lender will make the proceeds of its U.S. Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the U.S. Swing Line Lender in accordance with Section 4.1 , which will be used solely for the repayment of such U.S. Swing Line Loan.

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

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

           Section 2.5. U.S. L/C Commitment .

          (a) During the Availability Period, the U.S. Issuing Bank, in reliance upon the agreements of the other U.S. Lenders pursuant to Section 2.5(d) , agrees to issue, at the request of the U.S. Borrower, Letters of Credit for the account of the U.S. Borrower on the terms and conditions hereinafter set forth; provided , that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; and (iii) the U.S. Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate U.S. L/C Exposure would exceed the U.S. L/C Commitment or (B) the aggregate U.S. Revolving Credit

28

Exposure of all U.S. Lenders would exceed the U.S. Facility Commitment Amount. Upon the issuance of each Letter of Credit each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Issuing Bank without recourse a participation in such Letter of Credit equal to such U.S. Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the U.S. Facility Commitment of each U.S. Lender by an amount equal to the amount of such participation.

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

          (c) At least two Business Days prior to the issuance of any Letter of Credit under the U.S. Facility, the U.S. Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the U.S. Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the U.S. Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the U.S. Issuing Bank is to issue the requested Letter of Credit (1) directing the U.S. Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.5(a) or (2) that one or more conditions specified in Article V are not then satisfied, then, subject to the terms and conditions hereof, the U.S. Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the U.S. Issuing Bank’s usual and customary business practices.

          (d) The U.S. Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The U.S. Issuing Bank shall notify the U.S. Borrower and the Administrative Agent of such demand for payment and whether the U.S. Issuing Bank has made or will make a U.S. L/C Disbursement thereunder; provided , that any failure to give or delay in giving such notice shall not relieve the U.S. Borrower of its obligation to reimburse the U.S. Issuing Bank and the U.S. Lenders with respect to such U.S. L/C Disbursement. The U.S. Borrower shall be irrevocably and unconditionally obligated to reimburse the U.S. Issuing Bank for any U.S. L/C Disbursements paid by the U.S. Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the U.S. Borrower shall have notified the U.S.

29

Issuing Bank and the Administrative Agent prior to 11:00 a.m. (New York, New York time) on the Business Day immediately prior to the date on which such drawing is honored that the U.S. Borrower intends to reimburse the U.S. Issuing Bank for the amount of such drawing in funds other than from the proceeds of U.S. Revolving Loans, the U.S. Borrower shall be deemed to have timely given a Notice of U.S. Borrowing to the Administrative Agent requesting the U.S. Lenders to make a U.S. Base Rate Advance on the date on which such drawing is honored in an exact amount due to the U.S. Issuing Bank; provided , that for purposes solely of such Borrowing, the conditions precedent set forth in Section 5.2 hereof shall not be applicable. The Administrative Agent shall notify the U.S. Lenders of such Borrowing in accordance with Section 2.3 , and each U.S. Lender shall make the proceeds of its U.S. Base Rate Advance included in such Borrowing available to the Administrative Agent for the account of the U.S. Issuing Bank in accordance with Section 4.1 . The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the U.S. Issuing Bank for such U.S. L/C Disbursement and any such Borrowing shall constitute timely repayment of such U.S. L/C Disbursement.

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

          (f) To the extent that any U.S. Lender shall fail to pay any amount required to be paid pursuant to paragraph (d) above on the due date therefor, such U.S. Lender shall pay interest to the U.S. Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided , that if such U.S. Lender shall fail to make such payment to the U.S. Issuing Bank

within three (3) Business Days of such due date, then, retroactively to the due date, such U.S. Lender shall be obligated to pay interest on such amount at the U.S. Base Rate at all times thereafter.

          (g) If any Event of Default shall occur and be continuing, within one Business Day after the U.S. Borrower receives notice from the Administrative Agent or the U.S. Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the U.S. Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the U.S. Issuing Bank and the U.S. Lenders, an amount in cash equal to the U.S. L/C Exposure as of such date plus any accrued and unpaid fees thereon; provided , that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause Section 9.1(f) . Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the U.S. Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. U.S. Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph. Such deposits shall be invested solely at the election, as well as the risk and expense, of the Borrower, and if so elected shall be invested solely in Permitted Investments by the Administrative Agent. All interest and other returns resulting from such investment shall be deposited in such account and shall be used, if at all, in accordance with the terms of this Section. Moneys in such account shall be applied by the Administrative Agent to reimburse the U.S. Issuing Bank for U.S. L/C Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Borrower for the U.S. LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the U.S. Required Lenders, be applied to satisfy other obligations of the U.S. Borrower under this Agreement and the other Loan Documents. If the U.S. Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the U.S. Borrower within three Business Days after all Events of Default have been cured or waived.

          (h) Promptly following the end of each calendar quarter, the U.S. Issuing Bank shall deliver (through the Administrative Agent) to each U.S. Lender and the U.S. Borrower a report describing the aggregate Letters of Credit outstanding at the end of such calendar quarter. Upon the request of any U.S. Lender from time to time, the U.S. Issuing Bank shall deliver to such U.S. Lender any other information reasonably requested by such U.S. Lender with respect to each Letter of Credit then outstanding under the U.S. Facility.

          (i) The U.S. Borrower’s obligation to reimburse U.S. L/C Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances:

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

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

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

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

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

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

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

          (j) Each Letter of Credit issued under the U.S. Facility shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time, and, to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 11.5 .

           Section 2.6. Reductions of U.S. Facility Commitments . Upon at least five (5) days’ prior telephonic notice (promptly confirmed in writing) to the Administrative Agent, the U.S. Borrower shall have the right, without premium or penalty, to terminate the U.S. Facility Commitments, in part or in whole, provided that (i) any such termination shall apply to proportionately and permanently reduce the U.S. Facility Commitment of each of the U.S. Lenders in accordance with their respective Pro Rata Shares, (ii) any partial termination pursuant to this Section 2.6 shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the U.S. Facility Commitments to an amount less than the sum of (1) the Letter of Credit Obligations under the U.S. Facility, (2) the aggregate outstanding principal amount of the U.S. Revolving Loans under the U.S. Facility and (3) the aggregate outstanding principal amount of the U.S. Swing Line Loans.

           Section 2.7. Use of Proceeds . The proceeds of the U.S. Revolving Loans and U.S. Swing Line Loans under the U.S. Facility shall be used for the U.S. Borrower’s general corporate purposes, including acquisitions and repayment of debt maturities.

ARTICLE III

AMOUNT AND TERMS OF THE CANADIAN CREDIT FACILITY

      Section 3.1. Description of Canadian Credit Facility . Subject to and upon the terms and conditions herein set forth, (a) the Canadian Lenders hereby establish in favor of the Canadian Borrower a revolving credit facility pursuant to which each Canadian Lender severally agrees (to the extent of such Canadian Lender’s Canadian Facility Commitment) to make Canadian Loans (including Bankers’ Acceptances) to the Canadian Borrower in accordance with Section 3.2 and 3.4 , (b) the Canadian Issuing Bank agrees to issue Letters of Credit in accordance with Section 3.10 , (c) the Canadian Swing Line Lender agrees to make Canadian Swing Line Loans to the Canadian Borrower in accordance with Section 3.13 and (d) each Canadian Lender agrees to purchase a participation interest in the Letters of Credit issued under the Canadian Facility and Canadian Swing Line Loans in accordance with this Article III ; provided , however , that in no event may the U.S. Dollar Equivalent of the aggregate principal amount of all Canadian Loans, the Letter of Credit Obligations outstanding under the Canadian Facility and Canadian Swing Line Exposure exceed at any time the Canadian Facility Commitment Amount then in effect.

      Section 3.2. Canadian Loans .

     (a) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Loans, ratably in proportion to its Pro Rata Share of the Canadian Facility Commitment Amount, to the Canadian Borrower, from time to time during the

Availability Period, in an aggregate principal amount outstanding at any time that will not result in the U.S. Dollar Equivalent of (a) such Canadian Lender’s Canadian Revolving Credit Exposure exceeding such Canadian Lender’s Canadian Facility Commitment or (b) the sum of the aggregate Canadian Revolving Credit Exposures of all Canadian Lenders exceeding the Canadian Facility Commitment Amount. During the Availability Period, the Canadian Borrower shall be entitled to repay and reborrow Canadian Loans in accordance with the terms and conditions of this Agreement; provided that the Canadian Borrower may not borrow or reborrow should there exist a Default or Event of Default. Canadian Loans made to the Canadian Borrower shall be in either Canadian Dollars or U.S. Dollars, at the option of the Canadian Borrower.

           Section 3.3. Procedure for Canadian Borrowings . The Canadian Borrower shall give the Administrative Agent and the Canadian Funding Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing to be made under the Canadian Facility (other than BA Advances) substantially in the form of Exhibit F (a “ Notice of Canadian Borrowing ”) (x) prior to 11:30 a.m. (New York time) on the requested date of each Canadian Base Rate Advance and (y) prior to 1:00 p.m. (New York time) three (3) Business Days prior to the requested date of each Canadian LIBOR Advance. Each Notice of Canadian Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Loan comprising such Borrowing, (iv) whether such Loan comprising such Borrowing will be made in U.S. Dollars or Canadian Dollars, (v) the account of the Canadian Borrower to which the proceeds of such Canadian Loan should be credited and (vi) in the case of a Canadian LIBOR Advance, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Advance made under the Canadian Facility shall consist entirely of Canadian Base Rate Advances, BA Advances or Canadian LIBOR Advances, as the Canadian Borrower may request. The aggregate principal amount of each Canadian LIBOR Advance shall be not less than $5,000,000 or the Canadian Dollar Equivalent thereof or a larger multiple of $1,000,000 or the Canadian Dollar Equivalent thereof, and the aggregate principal amount of each Canadian Base Rate Advance shall not be less than $1,000,000 or the Canadian Dollar Equivalent thereof or a larger multiple of $100,000 or the Canadian Dollar Equivalent thereof; provided , that Canadian Base Rate Advances made pursuant to Section 3.10(e) or Section 3.13(c) may be made in lesser amounts as provided therein. At no time shall the total number of Borrowings outstanding at any time under the Canadian Facility and bearing interest at the Canadian LIBOR Rate exceed twelve. Promptly following the receipt of a Notice of Canadian Borrowing in accordance herewith, the Canadian Funding Agent shall advise each Canadian Lender of the details thereof and the amount of such Canadian Lender’s Canadian Loan to be made as part of the requested Borrowing.

           Section 3.4. Bankers’ Acceptances .

          (a) At any time during the Availability Period, by notice in writing to the Canadian Funding Agent and Administrative Agent substantially in the form annexed hereto as Exhibit G (“ BA Notice ”) given at least one (1) Business Day prior to the date of the requested Advance (for the purposes of this Section 3.4 called the “ Acceptance Date ”) and before 1:00 p.m. (Toronto, Ontario time), the Canadian Borrower may request that a BA Advance be made, that one or more Advances not borrowed as BA Advances be converted into one or more BA

Advances or that a BA Advance or any part thereof be extended, as the case may be (the “ BA Request ”). Bankers’ Acceptances shall be issued on each Acceptance Date, in a minimum amount of Cdn.$2,000,000 or such greater amount which is an integral multiples of Cdn.$100,000, with respect to each Interest Period, and shall have an Interest Period of one, two, three or six months, or other period of less than twelve months (subject to availability by all Canadian Lenders) and shall, in no event, mature on a date after the Revolving Commitment Termination Date.

          (b) BA Request . Prior to making any BA Request, the Canadian Borrower shall deliver:

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

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

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

          (c) Acceptance Procedure . With respect to any BA Advance:

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

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

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

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

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

(a) the Bankers’ Acceptance Discount Rate;

(b) the amount of the Stamping Fees applicable to those Bankers’ Acceptances to be accepted by such Canadian Lender on the Acceptance Date, calculated by multiplying the appropriate percentage set out in the definition of “Applicable Margin” for Stamping Fees by the nominal amount of each Bankers’ Acceptance (taking into account the number of days in the Interest Period), any such Canadian Lenders being authorized by the Canadian Borrower to collect the Stamping Fees out of the BA Proceeds of those Bankers’ Acceptances;

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

(d) the amount obtained (the “ Available Proceeds ”) by subtracting the Stamping Fees from the BA Proceeds;

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

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

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

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

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

          (e) Maturity Date of Bankers’ Acceptances . Subject to the applicable notice provisions, at or prior to the maturity date of each Bankers’ Acceptance, the Canadian Borrower shall:

     (i) give to the Canadian Funding Agent a notice in the form of Exhibit G requesting that the Canadian Lenders convert all or any part of the BA Advance then outstanding by way of Bankers’ Acceptances which are maturing into another Type of Borrowing; or

     (ii) give to the Canadian Funding Agent a notice in the form of Exhibit G requesting that the Canadian Lenders extend all or any part of the BA Advance outstanding by way of Bankers’ Acceptances which are maturing into another BA Advance by issuing new Bankers’ Acceptances, subject to compliance with the provisions of Section 3.4 with respect to the minimum amounts; or

     (iii) no later than 10:00 a.m. (Toronto, Ontario time), one (1) Business Day prior to the end of the Interest Period of each Bankers’ Acceptance then outstanding and reaching maturity, notify the Canadian Funding Agent that it intends to deposit in its account for the account of the Canadian Lenders on the last day of such Interest Period an amount equal to the face amount of each such Bankers’ Acceptance.

          (f) Deemed Conversions on the Maturity Date . If the Canadian Borrower does not deliver to the Canadian Funding Agent one or more of the notices contemplated by Section 3.4 or does not give the notice and make the deposit contemplated by Section 3.4(e)(iii) , the Canadian Borrower shall be deemed to have requested that the part of the BA Advance then outstanding which is reaching maturity be converted into a Canadian Base Rate Advance on the Canadian Prime Rate basis.

          (g) Conversion and Extension Mechanism .

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

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

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

          (i) Apportionment Amongst the Canadian Lenders . The Canadian Funding Agent is authorized by the Canadian Borrower and each Canadian Lender to allocate amongst the Canadian Lenders the Bankers’ Acceptances to be issued in such manner and amounts as the Canadian Funding Agent may, in its sole discretion, but acting reasonably, consider necessary, so as to ensure that no Canadian Lender is required to accept a Bankers’ Acceptance for a fraction of Cdn.$100,000, and in such event, the Canadian Lenders’ respective participations in any such Bankers’ Acceptances and repayments thereof shall be altered accordingly. Further, the Canadian Funding Agent is authorized by the Canadian Borrower and each Canadian Lender to cause the proportionate share of one or more Canadian Lender’s Advances (calculated based on its Pro Rata Share) to be exceeded by no more than Cdn.$100,000 each as a result of such allocations provided that the principal amount of outstanding Advances, including Bankers’ Acceptances, shall not thereby exceed the maximum amount of the respective Commitment of each Canadian Lender. Any resulting amount by which the requested face amount of any such Bankers’ Acceptance shall have been so reduced shall be advanced, converted or continued, as the case may be, as a Canadian Base Rate Advance on the Canadian Prime Rate basis, to be made contemporaneously with the BA Advance.

          (j) Days of Grace . The Canadian Borrower shall not claim from the Canadian Lenders any days of grace for the payment at maturity of any Bankers’ Acceptances presented and accepted by the Canadian Lenders pursuant to the provisions of this Agreement. Further, the Canadian Borrower waives any defense to payment which might otherwise exist if for any reason

a Bankers’ Acceptance shall be held by any Canadian Lender in its own right at the maturity thereof.

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

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

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

          (l) If at any time or from time to time there no longer exists a market for Bankers’ Acceptances, for a selected Canadian Dollar Equivalent or an Interest Period, a Canadian Lender shall so advise the Canadian Funding Agent and the Administrative Agent and such Canadian Lender shall not be obliged to accept drafts of the Canadian Borrower presented to such Canadian Lender pursuant to the provisions of this Agreement nor to honor any notices of borrowing in connection with any BA Advance.

          (m) If a notice has been given by the Canadian Funding Agent or the Administrative Agent in accordance with Section 3.4(l) , the BA Advance, or any part thereof, shall not be made (whether as an Advance, a conversion or an extension) by the Canadian Lenders and the right of the Canadian Borrower to choose that Advances be made or, once made, be converted or extended into the BA Advance, shall be suspended until such time as the Canadian Funding Agent and Administrative Agent have determined that the circumstances having given rise to such suspension no longer exist, in respect of which determination the Canadian Funding Agent shall advise the Canadian Borrower within a reasonable time period.

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

           Section 3.5. Mandatory Prepayments of Canadian Facility Loans . If the U.S. Dollar Equivalent of the aggregate outstanding principal amount of the Loans under the Canadian Facility and the Canadian Lenders’ Canadian L/C Exposure exceeds at any time the Canadian Facility Commitment Amount as reduced pursuant to Section 3.6 or otherwise, the Canadian Borrower shall immediately repay the Loans under the Canadian Facility by an amount equal to such excess. Each prepayment shall be applied in the following order: first to Base Rate Advances comprising Canadian Loans to the full extent thereof and second to Canadian LIBOR

Advances comprising Canadian Loans to the full extent thereof. In the event that following such reduction, the sum of all outstanding BA Advances and the Canadian Lenders’ Canadian L/C Exposure still exceeds the Canadian Facility Commitment Amount, the Canadian Borrower shall immediately deliver to the Canadian Funding Agent an amount in U.S. Dollars or Canadian Dollars equal to the amount of such excess to be held by the Canadian Funding Agent in a cash collateral account as security for repayment of such outstanding BA Advances and Letters of Credit.

           Section 3.6. Reductions of Canadian Facility Commitments . Upon at least three (3) days’ prior telephonic notice (promptly confirmed in writing) to the Administrative Agent and Canadian Funding Agent, the Canadian Borrower shall have the right, without premium or penalty, to terminate the Canadian Facility Commitments, in part or in whole, provided that (i) any such termination shall apply to proportionately and permanently reduce the Canadian Facility Commitment of each of the Canadian Lenders in accordance with their respective Pro Rata Shares, (ii) any partial termination pursuant to this Section 3.6 shall be in an amount of at least $5,000,000 or the Canadian Dollar Equivalent thereof and integral multiples of $1,000,000 or the Canadian Dollar Equivalent thereof, and (iii) no such reduction shall be permitted which would reduce the Canadian Facility Commitments to an amount less than the aggregate outstanding principal amount of the Loans under the Canadian Facility and the Canadian Lenders’ Canadian L/C Exposure plus the Canadian Lenders’ Canadian Swing Line Exposure.

           Section 3.7. Use of Proceeds Under Canadian Facility . The proceeds of the Canadian Loans and the Canadian Swing Line Loans under the Canadian Facility shall be used for the Canadian Borrower’s general corporate purposes.

           Section 3.8. Canadian Dollar Provisions .

          (a) Each Canadian Lender’s Pro Rata Share of each Canadian Dollar Loan shall be determined by reference to its U.S. Dollar Equivalent on the date each such Canadian Dollar Loan is made.

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

notwithstanding such judgment or order, pay such additional amount (if any) as may be necessary to ensure that the amount paid in the Received Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount then due to the relevant Lenders from such Borrower hereunder in the Contractual Currency.

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

           Section 3.9. Exchange Rates .

          (a) Not later than 2:00 p.m. (Toronto, Ontario time) on each date of determination, the Administrative Agent or the Canadian Funding Agent, as the case may be, shall (A) determine the Exchange Rate as of such date of determination with respect to Canadian Dollars, and (B) give notice thereof to the Canadian Lenders and the Canadian Borrower. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant date of determination (a “ Reset Date ”), shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement, other than as provided in Section 3.8 (b) or (c) , be the Exchange Rates employed in determining the U.S. Dollar Equivalent of any amounts of such Canadian Dollar.

          (b) Not later than 5:00 p.m. (Toronto, Ontario time) on each Reset Date and each date of determination, the Administrative Agent or the Canadian Funding Agent, as the case may be, shall (A) determine the U.S. Dollar Equivalent of the aggregate principal amounts of the Canadian Dollar Advances (after giving effect to any Loans and/or Bankers’ Acceptances being made, issued, repaid, or cancelled or reduced on such date), and (B) notify the Canadian Lenders, Agents and the Canadian Borrower of the results of such determination.

           Section 3.10. Canadian L/C Commitment .

          (a) During the Availability Period, the Canadian Issuing Bank, in reliance upon the agreements of the other Canadian Lenders pursuant to Section 3.10(e) , agrees to issue, at the request of the Canadian Borrower, Letters of Credit for the account of the Canadian Borrower on the terms and conditions hereinafter set forth; provided , that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least Cdn.$100,000; and (iii) the Canadian Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate U.S. Dollar Equivalent of Canadian L/C Exposure would exceed the Canadian L/C Commitment or (B) the aggregate U.S. Dollar Equivalent of the Canadian Revolving Credit Exposure of all Canadian Lenders would exceed the Canadian Facility Commitment Amount. Upon the issuance of each Letter of Credit each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Issuing Bank without recourse a participation in such Letter of Credit equal to such Canadian Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Canadian Facility Commitment of each Canadian Lender by an amount equal to the amount of such participation.

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

          (c) At least two Business Days prior to the issuance of any Letter of Credit under the Canadian Facility, the Canadian Issuing Bank will confirm with the Canadian Funding Agent and the Administrative Agent (by telephone or in writing) that the Canadian Funding Agent and the Administrative Agent have received such notice and if not, the Canadian Issuing Bank will provide the Canadian Funding Agent and the Administrative Agent with a copy thereof. Unless the Canadian Issuing Bank has received notice from either the Canadian Funding Agent or the Administrative Agent on or before the Business Day immediately preceding the date the Canadian Issuing Bank is to issue the requested Letter of Credit (1) directing the Canadian Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 3.10(a) or (2) that one or more conditions specified in Article V are not then satisfied, then, subject to the terms and

conditions hereof, the Canadian Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Canadian Issuing Bank’s usual and customary business practices.

          (d) The Canadian Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit issued under the Canadian Facility promptly following its receipt thereof. The Canadian Issuing Bank shall notify the Canadian Borrower, the Canadian Funding Agent and the Administrative Agent of such demand for payment and whether the Canadian Issuing Bank has made or will make a Canadian L/C Disbursement thereunder; provided , that any failure to give or delay in giving such notice shall not relieve the Canadian Borrower of its obligation to reimburse the Canadian Issuing Bank and the Canadian Lenders with respect to such Canadian L/C Disbursement. The Canadian Borrower shall be irrevocably and unconditionally obligated to reimburse the Canadian Issuing Bank for any Canadian L/C Disbursements paid by the Canadian Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Canadian Borrower shall have notified the Canadian Issuing Bank, the Canadian Funding Agent and the Administrative Agent prior to 11:00 a.m. (New York, New York time) on the Business Day immediately prior to the date on which such drawing is honored that the Canadian Borrower intends to reimburse the Canadian Issuing Bank for the amount of such drawing in funds other than from the proceeds of Canadian Loans, the Canadian Borrower shall be deemed to have timely given a Notice of Canadian Borrowing to the Canadian Funding Agent requesting the Canadian Lenders to make a Canadian Base Rate Advance (on the Canadian US Base Rate if the relevant Letter of Credit was in U.S. Dollars and otherwise on the Canadian Prime Rate) in the currency of the subject Letter of Credit on the date on which such drawing is honored in an exact amount due to the Canadian Issuing Bank; provided , that for purposes solely of such Borrowing, the conditions precedent set forth in Section 5.2 hereof shall not be applicable. The Canadian Funding Agent shall notify the Canadian Lenders of such Borrowing in accordance with Section 3.3 , and each Canadian Lender shall make the proceeds of its Canadian Base Rate Advance included in such Borrowing available to the Canadian Funding Agent for the account of the Canadian Issuing Bank in accordance with Section 4.1 . The proceeds of such Borrowing shall be applied directly by the Canadian Funding Agent to reimburse the Canadian Issuing Bank for such Canadian L/C Disbursement and any such Borrowing shall constitute timely repayment of such Canadian L/C Disbursement .

          (e) If for any reason a Canadian Base Rate Advance may not be (as determined in the sole discretion of the Canadian Funding Agent), or is not, made in accordance with the foregoing provisions, then each Canadian Lender (other than the Canadian Issuing Bank) shall be obligated to fund the participation that such Canadian Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such Canadian L/C Disbursement on and as of the date which such Canadian Base Rate Advance should have occurred. Each Canadian Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Canadian Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by any Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance,

happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Canadian Lender shall promptly transfer, in immediately available funds in the currency of the subject Letter of Credit, the amount of its participation to the Canadian Funding Agent for the account of the Canadian Issuing Bank. Whenever, at any time after the Canadian Issuing Bank has received from any such Lender the funds for its participation in a Canadian L/C Disbursement, the Canadian Issuing Bank (or the Canadian Funding Agent on its behalf) receives any payment on account thereof, the Canadian Funding Agent or the Canadian Issuing Bank, as the case may be, will distribute to such Canadian Lender its Pro Rata Share of such payment; provided , that if such payment is required to be returned for any reason to the Canadian Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Canadian Lender will return to the Canadian Funding Agent or the Canadian Issuing Bank any portion thereof previously distributed by the Canadian Funding Agent or the Canadian Issuing Bank to it.

          (f) To the extent that any Canadian Lender shall fail to pay any amount required to be paid pursuant to paragraph (d) on the due date therefor, such Canadian Lender shall pay interest to the Canadian Issuing Bank (through the Canadian Funding Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided , that if such Canadian Lender shall fail to make such payment to the Canadian Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Canadian Lender shall be obligated to pay interest on such amount as set forth in Section 4.7(b) .

          (g) If any Event of Default shall occur and be continuing, on the Business Day that the Canadian Borrower receives notice from the Canadian Funding Agent or the Canadian Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Canadian Borrower shall deposit in an account with the Canadian Funding Agent, in the name of the Canadian Funding Agent and for the benefit of the Canadian Issuing Bank and the Canadian Lenders, an amount in cash equal to the Canadian L/C Exposure as of such date plus any accrued and unpaid fees thereon; provided , that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in Section 9.1(f) . Such deposit shall be held by the Canadian Funding Agent as collateral for the payment and performance of the obligations of the Canadian Borrower under this Agreement. The Canadian Funding Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Canadian Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph. Such deposits shall be invested solely at the election, as well as the risk and expense, of the Borrower, and if so elected shall be invested solely in Permitted Investments by the Administrative Agent. All interest and other returns resulting from such investment shall be deposited in such account and shall be used, if at all, in accordance with the terms of this Section. Moneys in such account shall be applied by the Canadian Funding Agent to reimburse the Canadian Issuing Bank for Canadian L/C Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Canadian Borrower for the Canadian LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Canadian Required Lenders, be applied to satisfy other obligations of the Canadian Borrower under this Agreement and the

other Loan Documents. If the Canadian Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Canadian Borrower within three Business Days after all Events of Default have been cured or waived.

          (h) Promptly following the end of each calendar quarter, the Canadian Issuing Bank shall deliver (through the Canadian Funding Agent) to each Canadian Lender, the Administrative Agent and the Canadian Borrower a report describing the aggregate Letters of Credit outstanding at the end of such calendar quarter. Upon the request of any Canadian Lender from time to time, the Canadian Issuing Bank shall deliver to such Canadian Lender any other information reasonably requested by such Canadian Lender with respect to each Letter of Credit then outstanding under the Canadian Facility.

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

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

     (ii) The existence of any claim, set-off, defense or other right which any Borrower or any Subsidiary or Affiliate of any Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Canadi