OBE Obsidian Energy Ltd

Exhibit

Description

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

The Company and each Noteholder agree to amend in its entirety clause (B) of the second paragraph of Section 10.10 by replacing the existing text therein with the following:

The Company and each Noteholder agree to amend Section 10.9(b) by deleting the existing text therein in full and replacing it with the following:

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

By:  

By:  

General Counsel and

Senior Vice President

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

The Company and each Noteholder agree to amend in its entirety clause (B) of the second paragraph of Section 10.11 by replacing the existing text therein with the following:

The Company and each Noteholder agree to amend Section 10.10(b) by deleting the existing text therein in full and replacing it with the following:

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

The Company and each Noteholder agree to amend Section 10.9(b) by deleting the existing text therein in full and replacing it with the following:

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement.

For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

General Counsel and

Senior Vice President

Senior Vice President and Chief

Executive Officer

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

By:  

(Signed) “David A. Dyck”            

Name:

David A. Dyck

Title:

By:  

(Signed) “Keith Luft”            

Name:

Keith Luft

Title:

General Counsel and

Senior Vice President

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

By:  

By:  

By:  

By:  

By:  

By:  

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreeemnts or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

General Counsel and

Senior Vice President

Senior Vice President and Chief

Executive Officer

General Counsel and

Senior Vice President

General Counsel and

Senior Vice President

By:  

(Signed) “David A. Dyck”            

Name:

David A. Dyck

Title:

By:  

(Signed) “Keith Luft”            

Name:

Keith Luft

Title:

General Counsel and

Senior Vice President

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

The Noteholders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Company must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the earlier of (i) the last day of the Credit Agreement Cure Period or (ii) the Other Note Agreement Cure Periods;

the date that any Event of Default (other than, for certainty, one that results from an Applicable Default maturing into an Event of Default) occurs under the Note Agreement; and

the date that the Company is in breach of any of its obligations hereunder (which for certainty shall also constitute an Event of Default under the Note Agreement);

Notwithstanding anything else set forth in the Note Agreement or the other Financing Agreements and notwithstanding the Applicable Defaults, the Noteholders waive the Pre-2012 Defaults, if any, during the Extended Cure Period. For certainty, subject to the deemed cure set forth in Section 10 of this Agreement, the foregoing waiver expires as at the end of the Extended Cure Period.

The Noteholders agree that, notwithstanding Section 7.1(a), the due date of the delivery of the Company’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 29, 2014 to the earlier of: (a) the Extended Delivery Date; and (b) the date that such financial statements are due under the Credit Agreement, including any extension thereof consented to by the Lenders and Agent in accordance with the Credit Agreement (the “Outside Financial Statement Delivery Date”).

The Company covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP (and otherwise in accordance with Sections 7.1(a) and (b)) to the Noteholders by no later than the Outside Financial Statement Delivery Date and, concurrently with the delivery thereof, the Company will also deliver to the Noteholders a certificate of a Senior Financial Officer in accordance with Section 7.2 showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Sections 10.5 and 10.6 and in the Credit Agreement, in each case as at the end of each of the Company’s fiscal quarters during the Relevant Periods.

The Company agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Company pays to each Noteholder a waiver fee equal to [Redacted] basis points based on aggregate principal amount of the Notes held by such Noteholder.

The Company represents and warrants to each Noteholder that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered notice of a Restatement Decision Credit Agreement Default to the Agent or any Lender or received notice of a Restatement Decision Credit Agreement Default from the Agent or any Lender, other than the Credit Agreement Default Notice, (c) it has not delivered notice of a Restatement Decision Other Note Agreement Default to a holder of a note under the Other Note Agreements or received notice of a Restatement Decision Other Note Agreement Default from any holder of a note under the Other Note Agreements, other than a notice equivalent to the one delivered to the Noteholders under the Note Agreement, (d) no material actions, suits or other litigation proceedings have been commenced against the Company related to the

Restatement Decision, except as otherwise disclosed in writing by the Company to the Noteholders, and (e) other than Pre-2012 Defaults, if any, there are no other Defaults or Events of Default (other than the Specified Defaults) in existence as of the date hereof.

Without limiting the existing notice and information requirements in the Note Agreement, the Company covenants and agrees that it will provide to each Noteholder: (a) a copy of any further notice of a Restatement Decision Credit Agreement Default delivered to the Agent or any Lender under the Credit Agreement forthwith upon delivery thereof as well as a copy of any notices or other written communications from or on behalf of the Agent or the Lenders relating to the waiving of any Restatement Decision Credit Agreement Default, the declaring of a Restatement Decision Credit Agreement Default or an event of default under the Credit Agreement, or the acceleration of any amounts owing under the Credit Agreement, and the equivalent under any Other Note Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any further waiver, amendment or consent provided by the Agent and the Lenders in respect of the Restatement Decision Credit Agreement Default (a “Credit Agreement Waiver”) and the equivalent under any Other Note Agreement; (c) copies of any notices or written updates provided to any Governmental Authority in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Company becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Section 21 (and not subject to Section 7.4). In addition, the Company covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders until the Applicable Defaults have been deemed to be cured under Section 10 hereof, without the prior consent of the Required Holders (following which, for certainty, the requirements in the Note Agreement with respect to Distributions shall continue to apply).

The Company also covenants and agrees that during the Extended Cure Period it will not exercise any right it may have to (a) permanently reduce the amount of the credit facility available to it under the Credit Agreement from that available to it on the date hereof, as such amount is provided in Section 2 of the Bank Waiver Agreement, or (b) repay any termination amounts owing under any Hedging Agreement (as that term is defined in the Credit Agreement), in either case without the prior written consent of the Required Holders.

The parties agree that if and to the extent that a Credit Agreement Waiver is delivered to the Company in respect of the Restatement Decision Credit Agreement Default and such waiver results in (a) any one or more of the Company or any Restricted Subsidiary being subject to any one or more restrictive conditions, covenants or terms or events of default that are not already provided for in this Agreement or the Financing Agreements or (b) any one or more of the Company or any Restricted Subsidiary being required to pay any additional consideration or waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then (i) such more restrictive conditions, covenants, terms or events of default shall be automatically incorporated by reference in this Agreement as if

set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Note Agreement, and/or (ii) such additional consideration or waiver or similar fees shall be payable to each Noteholder; provided, for greater certainty, this Clause 9 shall not apply in any manner in regards to the Bank Waiver Agreement as currently in place and the terms and conditions included therein, and shall not limit or affect the existing provisions of the Note Agreement.

The Applicable Defaults will each be deemed to be cured upon delivery by the Company of the restated financial statements for the Relevant Periods prior to the end of the Extended Cure Period if (a) such restated financial statements do not disclose or result in any Material Adverse Effect, (b) no Default or Event of Default (other than the Applicable Defaults deemed to be cured hereby) exists at such time and the Company provides a certificate to each Noteholder confirming the same, (c) the Restatement Decision Credit Agreement Default has been unconditionally cured or otherwise permanently waived by the Agent and the Lenders, and (d) no Default or Event of Default (as defined in the Other Note Agreements) exists under the provisions of the Other Note Agreements. For certainty, if the Applicable Defaults have not been cured by the end of the Extended Cure Period, an Event of Default shall exist at such time.

The Company and each Noteholder agree to amend (a) Section 7.1(a) by deleting the reference to “60 days” therein and replacing it with “45 days” and (b) Section 7.1(b) by deleting the reference to “120 days” therein and replacing it with “90 days”.

This Agreement is a Financing Agreement for purposes of the Note Agreement.

This Agreement shall be effective and binding on the Company and the Noteholders upon it being executed by the Company and the Required Holders.

Except for the amendments and waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Note Agreement or other Financing Agreements, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Noteholders under the Note Agreement or any other Financing Agreement, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Note Agreement. For certainty, the waivers set forth herein shall not apply in respect of any Default or Event of Default (a) related to a breach of any negative covenants set forth in Section 10 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Company will hereafter be delivering as described in the Press Release, or (b) any cross default or cross acceleration under Section 11(f) resulting from a Restatement Decision Credit Agreement Default that may hereafter be declared under the Credit Agreement or from a Restatement Decision Other Note Agreement Default that may hereafter be declared under the Other Note Agreements.

This Agreement shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. For certainty, nothing herein shall be construed as a novation of the Notes or the indebtedness or obligations represented thereby or by the Note Agreement as amended by this Agreement, and the terms of the Notes shall not be and shall not be deemed to be, rescinded, converted or substituted.

The Company will from time to time forthwith at any Noteholder’s request and at the Company’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by a Noteholder and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta excluding choice of law principles of the law of such Province that would permit the application of the laws of a jurisdiction other than such Province.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Sherri A. Wendt

Corporate Secretary and Senior Counsel

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

David A. Dyck

Senior Vice President and Chief

Keith Luft

General Counsel and

The Lenders agree to extend the Cure Period to the earliest of:

the earlier of: (i) October 14, 2014, and (ii) the date by which the Borrower must under applicable Law deliver its quarterly financial statements for the second fiscal quarter of 2014 (the “Extended Delivery Date”);

the last day of the Note Cure Period;

the date that an Event of Default (other than, for certainty, the Specified Defaults) occurs under the Credit Agreement; and

the date that the Borrower is in breach of any of its covenants hereunder (other than, for certainty, the Specified Defaults),

Notwithstanding anything else set forth in the Credit Agreement or the other Documents and notwithstanding the Specified Defaults, the Lenders continue to waive the Specified

Defaults during the Extended Cure Period for the sole purpose of allowing (a) the Borrower to continue to request, and the Swing Line Lender to continue to make available or honour, as applicable, overdraft borrowings and Swing Line Loans under and in accordance with Section 3.10 of the Credit Agreement and the provisions of such section, including the provisions related to the repayment of Swing Line Loans and the conversion of Swing Line Loans to Syndicated Advances under Tranche A, will continue to apply; provided that the Aggregate Principal Amount of all such Swing Line Loans shall at no time during the Extended Cure Period exceed $100,000,000 (the “Permitted Extended Cure Period Swing Line Drawdowns”), (b) the Borrower to continue to request, and the Lenders to continue to make available new Syndicated Advances under Tranche A (in addition to the Existing Syndicated Advances) by way of Bankers’ Acceptances (provided that the term thereof shall not exceed the earlier of: (i) 30 days, and (ii) the Extended Delivery Date), Canadian Prime Rate Loans or U.S. Base Rate Loans, provided that the Aggregate Principal Amount under the Credit Facility (including the Existing Syndicated Advances, the Swing Line Loans described in clause (a) above and any new Syndicated Advances under this clause (b)) shall not at any time during the Extended Cure Period exceed $[Redacted] (such drawdowns, together with the Permitted Extended Cure Period Swing Line Drawdowns, are referred to herein as the “Permitted Extended Cure Period Drawdowns”), (c) the Rollover or replacement of any existing Bankers’ Acceptances under Tranche A or Tranche B (including those listed in Schedule A hereto), such Rollover or replacement to be made under the applicable Tranche in which the existing Bankers’ Acceptance is outstanding, which mature at any time during the Extended Cure Period, provided that the term of any such Bankers’ Acceptance shall not exceed the earlier of: (i) 30 days, and (ii) the Extended Delivery Date, and (d) the renewal of the Swing Line Letters of Credit that are existing as of the date hereof. For certainty, the foregoing waiver expires as at the end of the Extended Cure Period and the Specified Defaults are not being waived for the purpose of any other Drawdown, or for any other purpose, under the Credit Agreement.

The Lenders agree that, notwithstanding Section 14.1(h), the due date of the delivery of the Borrower’s quarterly unaudited consolidated financial statements for the second fiscal quarter of the 2014 fiscal year is hereby extended from August 15, 2014 to the earlier of: (a) Extended Delivery Date; and (b) the date that such financial statements are due under any of the Note Purchase Agreements, including any extension thereof consented to by the Noteholders in accordance with the applicable Note Purchase Agreements (the “Outside Financial Statement Delivery Date”).

The Borrower covenants and agrees that it will deliver restated financial statements for the Relevant Periods that are prepared in accordance with GAAP to the Agent and the Lenders by no later than the Outside Financial Statement Delivery Date and concurrently with the delivery thereof to the Agent and the Lenders, the Borrower will also deliver to the Agent and the Lenders a Compliance Certificate, in form and substance satisfactory to the Agent, acting reasonably, showing compliance with, and the detailed calculation of, each of the financial covenants set forth in Section 14.2 and in the Note Purchase Agreements, in each case as at the end of each of the Borrower’s fiscal quarters during the Relevant Periods. Within 5 Banking Days of the delivery of such Compliance Certificate, the Borrower shall pay to the Agent on behalf of the Lenders and the lenders

under the Existing Credit Agreement any amounts owing to such parties under Section 4.2(l) (including under the Existing Credit Agreement to the extent applicable) as a result of the restatement of the financial statements and any resulting changes to the pricing levels in the Pricing Table during the Relevant Periods.

The Borrower agrees that the waivers and amendments set forth herein are conditional upon, and will not take effect until, the Borrower pays to the Agent on behalf of each Lender a waiver fee equal to [Redacted] Basis Points based on each Lender’s Individual Commitment Amount.

The Borrower represents and warrants to the Agent and each of the Lenders that (a) to the best of its knowledge after reasonable inquiry, the Press Release discloses all material information related to the Restatement Decision and it is not aware of any omission of any material fact related thereto which renders such information incomplete or misleading in any material way, (b) it has not delivered a notice of a Restatement Decision Note Default to any Noteholder or received a notice of Restatement Decision Note Default from any Noteholder, other than the Restatement Decision Note Default Notices, (c) no material actions, suits or other litigation proceedings have been commenced against the Borrower related to the Restatement Decision, except as otherwise disclosed in writing to the Agent, (d) there are no other Defaults or Events of Defaults (unrelated to the Specified Defaults) in existence as of the date hereof, and (e) the representations and warranties contained in Section 13.1, other than clauses (i) and (l) thereof, are true and correct in all material respects as of the date hereof.

The Borrower covenants and agrees that it will provide to the Agent: (a) a copy of any further notice of default delivered to the Noteholders under any one or more of the Note Purchase Agreements forthwith upon delivery thereof as well as a copy of any material notices or other written communications from or on behalf of the Noteholders related to the waiving of any Restatement Decision Note Default, the declaring of a Restatement Decision Note Default or an event of default under any Note Purchase Agreement, or the acceleration of any amounts owing under any Note Purchase Agreement, in each such case forthwith upon receipt thereof; (b) a copy of any waiver, amendment or consent provided by the Noteholders in respect of the Restatement Decision Note Default (a “Note Waiver”); (c) copies of any notices or written up dates provided to any Administrative Body in connection with the Restatement Decision and the underlying facts related thereto, and (d) any further material information related to the Restatement Decision and the underlying facts related thereto (including if a determination is made that the magnitude of the change in reported net income is different from what was set forth in the Press Release) forthwith upon the Borrower becoming aware thereof, provided that such information shall be subject to the confidentiality provisions of Article 19 of the Credit Agreement. In addition, the Borrower covenants and agrees that it will not declare or make any dividend or similar Distributions to its shareholders during the Extended Cure Period without the prior consent of the Majority Lenders.

The Borrower also covenants that during the Extended Cure Period it will not prepay or repay principal under the Notes or repay termination amounts owing under any Hedging Agreement, in either case without the prior written consent of all of the Lenders.

Each of the Lenders who has provided its consent to this Agreement to the Agent, on its own behalf and on behalf of each of its Affiliates who are also Hedge Providers, agrees that for so long as the waivers set forth herein continue, that the facts resulting in the Specified Defaults will not in and of themselves, result in an event of default or termination event under any Hedging Agreement to which it and any one or more of the Loan Parties is a party. The Agent confirms that it has requisite authority from each such consenting Lender to make such agreement in respect of any such Hedge Agreement on such consenting Lender’s behalf.

The Parties agree that if and to the extent that a Note Waiver is delivered by or on behalf of some or all of the Noteholders to the Borrower in respect of the Restatement Decision Note Default and such waiver results in (a) any one or more of the Loan Parties being subject to any one or more restrictive conditions, covenants or terms (which for certainty includes a reduction in the term to maturity of any of the Notes) or events of default that are not already provided for in this Agreement or the Documents or (b) any one or more of the Loan Parties being required to pay waiver or similar fees in excess of the fees provided for herein (on a percentage basis), then upon notice from the Agent, on the direction of the Majority Lenders, (i) such more restrictive conditions, covenants, terms or events of default shall be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement, except in accordance with the provisions of the Credit Agreement, and/or (ii) such additional waiver or similar fees shall be payable to the Agent on behalf of the Lenders.

This Agreement will be terminated and of no further force and effect, and the Specified Defaults will be deemed to be cured, upon delivery by the Borrower of the restated financial statements for the Relevant Period prior to the end of the Extended Cure Period if such restated financial statements do not result in any Material Adverse Effect; and, in either case, (a) no other Default or Event of Default exists at such time and the Borrower will provide a certificate to the Agent and the Lenders confirming the same, and (b) the Agent will have received satisfactory evidence that the Restatement Decision Note Default has been unconditionally cured or otherwise permanently waived by the Noteholders.

This Agreement is a Document for purposes of the Credit Agreement.

Except for the waivers expressly requested herein and for the limited purposes herein, provision of the waiver described herein shall not waive, limit or affect any other provision of the Credit Agreement or other Documents, all of which continue in full force and effect.

The waiver set forth herein shall not constitute an agreement, waiver or consent to any other event, circumstance, matter or thing other than the matters expressly described herein and is without prejudice to any of the rights or remedies of the Agent or the Lenders under the Credit Agreement or any Document with respect thereto, and shall not extend to any other matter, provision or breach of, or Default or Event of Default under, the Credit Agreement. For certainty, the waivers set forth herein shall not apply in respect

of any Default or Event of Default (a) related to a breach of any financial covenants set forth in Section 14.2 that would result from the corrected information in the restated financial statements for the Relevant Periods that the Borrower will hereafter be delivering as described in the Press Release, or (b) any cross default under section 18.1(g) resulting from a Restatement Decision Note Default that may hereafter be declared under one or more of the Note Purchase Agreements. Further, the Lenders reserve all of their other rights and remedies with respect to the Specified Defaults as it relates to Section 4.2(l) (Restatement of Ratio) or otherwise.

The Borrower will from time to time forthwith at the Agent’s request and at the Borrower’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Agent and as are consistent with the intention of the Parties as evidenced herein, with respect to all matters arising under this Agreement.

This Agreement amends and restates the July Waiver Agreement.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any Party may execute this agreement by signing any counterpart.

President, Corporate Services

[Redacted]

[Redacted]

[Redacted]

[Redacted]