SEC Form 6-K filed by Methanex Corporation

ARTICLE 1 INTERPRETATION

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

Section 1.6

Section 1.7

Section 1.8

Section 1.9

Section 1.10

Section 1.11

Section 1.12

Section 1.13

ARTICLE 2 THE CREDIT FACILITY

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

Section 2.7

Section 2.8

Section 2.9

Section 2.10

Section 2.11

Section 2.12

Section 2.13

ARTICLE 3 ADVANCES

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

ARTICLE 4 NOT USED

ARTICLE 5 LETTERS OF CREDIT

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

ARTICLE 6 CLOSING CONDITIONS

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

Section 7.1

ARTICLE 8 DESIGNATIONS

Section 8.1

ARTICLE 9 COVENANTS OF THE BORROWER

Section 9.1

Section 9.2

Section 9.3

ARTICLE 10 EVENTS OF DEFAULT

Section 10.1

Section 10.2

Section 10.3

ARTICLE 11 THE AGENT BANK AND THE LENDERS

Section 11.1

Section 11.2

Section 11.3

Section 11.4

Section 11.5

Section 11.6

Section 11.7

Section 11.8

ARTICLE 12 MISCELLANEOUS

Section 12.1

Section 12.2

Section 12.3

Section 12.4

Section 12.5

Section 12.6

Section 12.7

Section 12.8

Section 12.9

Section 12.10

Section 12.11

Section 12.12

Section 12.13

Section 12.14

Section 12.15

Section 12.16

Section 12.17

Section 12.18

Section 12.19

Section 12.20

1

Lenders; Commitments

2

Borrowing Notice

3

[not used]

4

Interest Rate Election

5

Issue Notice

6

Letter of Credit

7

Notice Periods

8

Corporate Matters

9

Certain Existing Liens, etc.

10

[not used]

11

Change of Control

12

Applicable Margin

13

Compliance Certificate

14

Form of ICR Waiver Period Election

15

Form of Notice of Repayment

16

Medicine Hat Site

17

Form of ICR Waiver Period Certificate

“Acceptable Replacement Security” has the meaning set forth in section 2.1(7).

“Accommodation” means (i) an Advance made by a Lender on the occasion of any Borrowing pursuant to a Borrowing Notice, and (ii) the issue of a Letter of Credit by a Lender on the occasion of any Issuance pursuant to an Issue Notice.

“Additional Compensation” has the meaning set forth in section 2.9.

“Adjusted Daily Compounded CORRA” means, for purposes of any calculation, the rate per annum equal to (i) Daily Compounded CORRA for such calculation, plus (ii) the Daily Compounded CORRA Adjustment; provided that, if Adjusted Daily Compounded CORRA as so determined shall be less than the Floor, then Adjusted Daily Compounded CORRA shall be deemed to be the Floor.

“Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (i) Term CORRA for such calculation, plus (ii) the Term CORRA Adjustment; provided that, if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA shall be deemed to be the Floor.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (i) Term SOFR for such calculation, plus (ii) the Term SOFR Adjustment.

“Advance” means an advance of monies made by a Lender hereunder. Advances may be denominated in US Dollars (a “US Dollar Advance”) or Canadian Dollars (a “Canadian Dollar Advance”), and:

a US Dollar Advance shall be designated from time to time, by election of the Borrower, a “SOFR Advance” or a “US Base Rate Advance”;

a Canadian Dollar Advance shall be designated from time to time, by election of the Borrower, a “Cdn Prime Rate Advance”, a “Term CORRA Advance” or (after a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate) a “Daily Compounded CORRA Advance”; and

each of a SOFR Advance, a US Base Rate Advance, a Cdn Prime Rate Advance, a Term CORRA Advance or a Daily Compounded CORRA Advance is a “type” of Advance.

“affiliate” means, with respect to any person (the “first person”), any other person which directly or indirectly controls (or is a member of a group which directly or indirectly controls), or is under common control with, or is controlled by, the first person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event and without limitation, any person or group of persons (known to the Borrower to comprise a group) which owns directly or indirectly (i) (in the case of the Borrower) more than 10% (and more than any other person or group of persons) or (ii) (in other cases) more than 50% of the securities having ordinary voting power for the election of directors or other

governing body of a corporation or more than 50% of the partnership or other ownership interests of any other person will be deemed to control such corporation or other person. Notwithstanding the foregoing, neither the Agent Bank nor any Lender shall be deemed to be an affiliate of the Borrower solely by reason of its agency role or lending relationship.

“Agency” means any public debt rating agency of international repute, and shall include each of the following:

Moody’s

S&P

“Agent Bank” means Royal Bank of Canada in its capacity as administrative agent and any successor Agent Bank appointed in accordance with article 11.

“Agent Bank Advance” has the meaning set forth in section 2.1(5)(b)(i).

“AML Legislation” has the meaning set forth in section 12.19.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction (including without limitation the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act 2010) applicable to the Borrower or any of its subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, in respect of each type of Accommodation, the applicable margin as set forth in schedule 12 annexed hereto. The Applicable Margin shall be determined from time to time by the Agent Bank, whose determination shall be conclusive and binding for all purposes hereof, absent demonstrated error. The Agent Bank shall provide notice to the Borrower and the Lenders of any change in the Applicable Margin; provided that any change in the Applicable Margin shall be effective on the date upon which the change in the applicable Rating occurred.

“Approved Securities” means:

bonds or other evidences of indebtedness of or fully guaranteed by the government of Canada or any province thereof or the United States of America or any state thereof, payable in Canadian Dollars or US Dollars and rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then

equivalent grade) or higher by S & P in the United States of America or rated A (or the then equivalent grade) or higher by DBRS in Canada;

commercial paper or finance company paper rated Prime-1 (or the then equivalent grade) or higher by Moody’s or A-1 (or the then equivalent grade) or higher by S & P in the United States of America or rated R-1 (or the then equivalent grade) or higher by DBRS in Canada;

bankers acceptances of a Canadian chartered bank rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then equivalent grade) or higher by S & P; and

money market funds where the underlying securities are fully guaranteed by the government of Canada or any province thereof or the United States of America or any state thereof, payable in Canadian Dollars or US Dollars and rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then equivalent grade) or higher by S & P in the United States of America or A (or the then equivalent grade) or higher by DBRS in Canada;

bonds and other evidences of indebtedness, commercial paper or finance company paper issued by the Borrower or an affiliate thereof;

a direct investment in asset-backed securities; or

securities described in (b) and with respect to which the relative liquidity of the relevant market would create a reasonable expectation that such securities would trade at a material discount to their value in a fully liquid market.

“Assignee” shall have the meaning ascribed thereto in section 12.10(3)(b).

“Atlas” means Atlas Methanol Company Unlimited.

“Atlas Condition” means that, at the relevant time, Atlas has no Debt other than (i) shareholder loans made to Atlas, and (ii) Non-Recourse Debt that does not exceed $20 million in the aggregate.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the lesser of (i) the fair market value of the property subject to such Sale/Leaseback Transaction (as determined in good faith by the directors of the Borrower), or (ii) the present value (discounted at a rate per annum equal to the coupon on the 2014 US Notes due December 1, 2024, compounded annually) of the total obligations of the lessee for rental payments (excluding amounts required to be paid on account of operating costs, maintenance and repairs, insurance, taxes, assessments, utility rates and similar charges) during the remaining term of such lease (including any period for which such lease has been extended).

“Beneficiary” means, in respect of any Letter of Credit, the beneficiary specified therein.

“borrowed monies”, when used in conjunction with the expression “Debt”, shall have the meaning set forth in the definition of “Debt”.

“Borrower” means Methanex Corporation, a Canadian corporation.

“Borrower Party” means, collectively, the Borrower and each affiliate of the Borrower from time to time party to a Credit Facility Document.

“Borrower’s Account” means such Canadian Dollar or US Dollar account maintained by the Borrower with Royal Bank as the Borrower may designate from time to time by notice given to the Agent Bank, and may refer (as the context requires) to a separate account or sub-account established in the other currency.

“Borrowing” means a borrowing consisting of one or more Advances.

“Borrowing Notice” means a notice of a request for a Borrowing substantially in the form annexed as schedule 2 hereto, as defined in section 3.2(1).

“Business Day” means a day:

on which chartered banks are open for over-the-counter business in Toronto and Vancouver (excluding Saturday, Sunday and any other day which is a statutory holiday in Toronto or Vancouver); and

when used in connection with:

US Base Rate Advances and payments in connection therewith, is also a day (other than Saturday or Sunday) on which banks are open for over-the-counter business in New York City; and

SOFR Advances or any other calculation or determination involving SOFR, is also a U.S. Government Securities Business Day.

“Canadian Available Tenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable:

if such Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this agreement; or

otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Canadian Benchmark pursuant to this agreement,

“Canadian Benchmark” means, initially, the Term CORRA Reference Rate; provided that, if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to section 3.6(1).

“Canadian Benchmark Replacement” means, with respect to any Canadian Benchmark Transition Event:

where a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA; and

where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Agent Bank and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body, or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated syndicated credit facilities, and (ii) the related Canadian Benchmark Replacement Adjustment.

“Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with an Unadjusted Canadian Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent Bank and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Unadjusted Canadian Benchmark Replacement by the Relevant Canadian Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Unadjusted Canadian Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time.

“Canadian Benchmark Replacement Date” means a date and time determined by the Agent Bank, which date shall be no later than the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

in the case of clause (a) or (b) of the definition of “Canadian Benchmark Transition Event, “ the later of (i) the date of the public statement or publication of information referenced therein, and (ii) the date on which the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or

in the case of clause (c) of the definition of “Canadian Benchmark Transition Event”, the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and

announced by the regulatory supervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date.

“Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:

a public statement or publication of information by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof);

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

“Canadian Benchmark Unavailability Period” means, the period (if any):

beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with section 3.6; and

ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with section 3.6.

“Canadian Dollar Advance” has the meaning set forth in the definition of “Advance”.

“Canadian Dollars” and “C$” each mean lawful money of Canada.

“Cdn Prime Rate” means, with respect to a Cdn Prime Rate Advance, on any day the greater of:

the annual rate of interest announced from time to time by the Agent Bank as being its reference rate then in effect on such day for determining interest rates on Canadian Dollar denominated commercial loans made by it in Canada; and

Adjusted Term CORRA for an interest period of one month in effect from time to time plus     basis points per annum,

“Cdn Prime Rate Advance” has the meaning set forth in the definition of “Advance”.

“Change of Control Event” means the occurrence of a “Change of Control” as defined in the 2012 Fifth Supplemental on the date hereof (a copy of which definition is annexed as schedule 11).

“Closing Date” means the date upon which the conditions set out in section 6.1 have been fulfilled to the satisfaction of, or waived by, the Lenders.

“Commitment” means, in respect of a Lender, the sum of such Lender’s Tranche A Commitment and Tranche B Commitment.

“Compliance Certificate” means a certificate substantially in the form of schedule 13 annexed hereto executed by a Senior Officer of the Borrower, together with:

such information as shall be required by the Agent Bank, acting reasonably, in order to determine the status of compliance with sections 9.2(a) and (c), including a comparison of maintenance capital expenditures for the four most recent Financial Quarters as against projected maintenance capital expenditures for the ensuing four Financial Quarters, together with a reasonable explanation of material differences; and

details of any investments in or loans or advances to Non-Recourse Subsidiaries or (during the relevant Project Guarantee Period) ProjectCo’s.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or CORRA or the use, administration, adoption or implementation of any SOFR Benchmark Replacement or Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “Cdn Prime Rate”, “US Base Rate”, “Business Day”, “U.S. Government Securities Business Day”, “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the applicability of section 3.5 or section 3.6 and other technical, administrative or operational matters,) that the Agent Bank decides, acting reasonably, may be appropriate to reflect the adoption and implementation of any such SOFR Benchmark Replacement or Canadian Benchmark Replacement or to permit the use and administration thereof by the Agent Bank in a manner substantially consistent with market practice (or, if the Agent Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Agent Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent Bank decides is reasonably necessary in connection with the administration of this agreement and the other Credit Facility Documents).

“Consolidated Net Income” means, for any relevant period, the net income or net loss reported in the quarterly and annual consolidated statement of income included in the consolidated financial statements of the Borrower, prepared in accordance with GAAP.

“Consolidated Tangible Net Worth” means at any time the consolidated shareholders’ equity of the Borrower, excluding:

share capital that may be redeemed (other than solely at the option of the issuer) prior to the later of the Tranche A Maturity Date and the Tranche B Maturity Date;

50% of the amount of each Investment (as defined in section 9.2(d)(i)) in Non-Recourse Subsidiaries made prior to June 30, 2009 (net of any principal repayments or returns of capital made in respect of such Investments) and (without duplication) 50% of the amount of each Investment made to complete the Egypt Project prior to June 30, 2011 (net of any principal repayments or returns of capital made in respect of such Investments); provided that this

paragraph (b) shall not apply to Atlas at any time that the Atlas Condition has been met or to the Egypt Owner at any time that the Egypt Condition has been met;

100% of the amount of:

any other Investment made in Non-Recourse Subsidiaries after the Closing Date and not otherwise provided for in (b); provided that, if the Atlas Condition has been met as at the relevant time, this paragraph (c) shall not exclude from Consolidated Tangible Net Worth the Borrower’s Investment in Atlas and further provided that, if the Egypt Condition has been met as at the relevant time, this paragraph (c) shall not exclude from Consolidated Tangible Net Worth the Borrower’s Investment in the Egypt Owner; and

any Investment (provided, however, that neither (x) any amount in the case of acceptable liquid deposits (as defined in the definition of Funded Debt), nor (y) an amount up to US$10 million in the aggregate shall be required to be excluded) made in any other entity that is not a Restricted Subsidiary;

any shares in the capital of the Borrower held by or for the account of the Borrower;

any gains or losses with respect to IRRM’s that have been recognized or reported under GAAP, but which do not reflect obligations of any person due and payable at that time;

up to US$125 million in aggregate cumulative after-tax non-cash long-term asset revaluations (write-downs or write-ups) under GAAP in the calculation of consolidated shareholders’ equity since January 1, 2011;

with respect to up to three plants relocated from Chile to Louisiana, the after-tax impact of up to US$25 million per plant in aggregate cumulative non-cash long-term asset write-downs (embedded installation costs) under GAAP in the calculation of consolidated shareholders’ equity since January 1, 2011 with respect to such plants; and

in addition to the exclusion provided for in (g) above, with respect to up to three plants relocated from Chile to Louisiana, the after-tax impact of up to US$35 million per plant in aggregate cumulative plant decommissioning and dismantling costs with respect to such plants not eligible for capitalization under GAAP and which were deducted in calculating Consolidated Net Income;

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Advance” means, as the context requires, a Term CORRA Advance or a Daily Compounded CORRA Advance.

“Credit Facility” means, collectively, Tranche A and Tranche B.

“Credit Facility Documents” means this agreement, the Medicine Hat Security, Letters of Credit and all other agreements, instruments, certificates and documents to be executed and delivered to the Agent Bank or the Lenders by or on behalf of the Borrower hereunder or thereunder; provided that the Medicine Hat Security shall only be Credit Facility Documents for so long as they are not released in accordance with section 2.13(2).

“Current Restricted Project Owner” means a person that directly owns, legally or beneficially, all, or a material portion of or interest in, a project which is a Restricted Project as at the date of this agreement.

“Daily Compounded CORRA” means, for any day, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback of five Business Days) being established by the Agent Bank in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Canadian Governmental Body for determining compounded CORRA for business loans; provided that, if the Agent Bank decides that any such convention is not administratively feasible for the Agent Bank, then the Agent Bank may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Canadian Benchmark Replacement Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.

“Daily Compounded CORRA Adjustment” for an Interest Period of a duration of (i) one-month, a percentage equal to     % (     basis points) per annum, and (ii) three-months, a percentage equal to     % (    basis points) per annum.

“DBRS” means DBRS Limited and any successor to its ratings agency business.

“Debt” of any person means (without duplication, all as calculated in accordance with GAAP):

all indebtedness of such person for borrowed money and similar credit made available to such person, including mark-to-market or similar reimbursement obligations with respect to IRRM’s that are due and payable at that time;

all indebtedness of such person for contingent reimbursement obligations in respect of borrowed money and similar credit made available to such person, including obligations with respect to bankers’ acceptances, letters of credit and letters of guarantee in respect of borrowed money and similar credit made available to such person; for greater certainty, indebtedness for contingent

reimbursement obligations in respect of a letter of credit that supports trade indebtedness accounted for as accounts payable and incurred in the ordinary course of business does not constitute Debt;

all indebtedness of such person for the deferred purchase price of property or services, other than trade indebtedness accounted for as accounts payable and incurred in the ordinary course of business, net of prepayments for the foregoing;

all indebtedness created or arising under any Purchase Money Mortgages (even though the rights and remedies of the seller or lender thereunder in the event of default are limited to repossession or sale of the purchased property);

the capitalized amount of all obligations under Financial Leases in respect of which such person is liable as lessee, as so capitalized in accordance with GAAP;

the amount for which any shares in the capital of any such person that is a corporation may be redeemed if the holders of such shares are entitled at such time to require such person to redeem such shares, or if such person is otherwise obligated at such time to redeem such shares, in each case whether on notice or otherwise; and

all obligations of the type referred to in (a) through (f) above, inclusive, of other persons for the payment of which such person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including any Guarantees of such obligations; provided that, for greater certainty and without limitation, if and to the extent that a Project Guarantee includes a completion guarantee or similar arrangement whereby the Borrower may become liable to make certain payments and/or incur certain costs and expenses, the amount included hereunder shall be the amount of the relevant Project Debt.

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“EBITDA” means, for any relevant period and without duplication, the Consolidated Net Income of the Borrower for such period, plus:

the net loss of Non-Recourse Subsidiaries included in calculating Consolidated Net Income;

the aggregate consolidation adjustments that were deducted in calculating Consolidated Net Income in respect of transactions between Non-Recourse Subsidiaries on the one hand and the Borrower or Restricted Subsidiaries on the other;

Net Interest Expense;

amounts deducted in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of the Borrower and Restricted Subsidiaries, including in connection with the early retirement or defeasance of any debt;

amounts deducted in calculating Consolidated Net Income in respect of income taxes of the Borrower and Restricted Subsidiaries;

amounts deducted in calculating Consolidated Net Income in respect of depreciation and amortization of the Borrower and Restricted Subsidiaries;

cash dividends, and interest payments on shareholder loans, received by the Borrower and Restricted Subsidiaries from Non-Recourse Subsidiaries; provided that the amount added to EBITDA under this paragraph (g) shall not exceed 35% of the final amount determined to be EBITDA in accordance with this definition, and for this purpose (i) if the Atlas Condition has been met as at the end of the relevant period any amounts received from Atlas and added to EBITDA shall not be counted in determining such 35% threshold, and (ii) if the Egypt Condition has been met as at the end of the relevant period any amounts received from the Egypt Owner and added to EBITDA shall not be counted in determining such 35% threshold;

the Permitted Atlas/Egypt Amount;

non-cash items deducted in calculating Consolidated Net Income, in respect of:

the closure, restructuring, conversion, sale, abandonment or other disposition of the property, plant and equipment of the Borrower and Restricted Subsidiaries;

write-downs of property, plant and equipment of the Borrower and Restricted Subsidiaries;

foreign exchange adjustments on debt of the Borrower and Restricted Subsidiaries;

compensation expense related to stock options of the Borrower and Restricted Subsidiaries; and

losses with respect to IRRM’s of the Borrower and Restricted Subsidiaries that have been recognized or reported under GAAP, but

which do not reflect obligations of any person due and payable at that time;

unusual one-time cash items of the Borrower and Restricted Subsidiaries (to a maximum aggregate for all such items of US$50 million for the fiscal years 2018 through 2024), including but not limited to items in respect of site restoration of property, plant and equipment or closure, restructuring, conversion, sale, abandonment or other disposition of property, plant and equipment, deducted in calculating Consolidated Net Income for such period (and with respect to site restoration only, amounts deducted in calculating Consolidated Net Income in the current period or any prior periods);

amounts deducted in calculating Consolidated Net Income in respect of extraordinary items of the Borrower and Restricted Subsidiaries;

with respect to up to three plants relocated from Chile to Louisiana, up to US$35 million per plant in aggregate cumulative plant decommissioning and dismantling cash costs with respect to such plants not eligible for capitalization under GAAP and which were deducted in calculating Consolidated Net Income; and

all cash receipts during such period relating to non-cash items or charges which were deducted in determining EBITDA in any prior period of the Borrower and Restricted Subsidiaries;

the net income of Non-Recourse Subsidiaries included in the calculation of Consolidated Net Income;

the aggregate consolidation adjustments that were added in calculating Consolidated Net Income in respect of transactions between Non-Recourse Subsidiaries on the one hand and the Borrower or Restricted Subsidiaries on the other;

amounts added in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of the Borrower and Restricted Subsidiaries, including in connection with the early retirement or defeasance of any debt;

amounts added in calculating Consolidated Net Income in respect of income taxes of the Borrower and Restricted Subsidiaries;

non-cash items added in calculating Consolidated Net Income, in respect of:

the closure, restructuring, conversion, sale, abandonment or other disposition of the property, plant and equipment of the Borrower and Restricted Subsidiaries;

write-ups of property, plant and equipment of the Borrower and Restricted Subsidiaries;

foreign exchange adjustments on debt of the Borrower and Restricted Subsidiaries; and

gains with respect to IRRM’s of the Borrower and Restricted Subsidiaries that have been recognized or reported under GAAP, but which do not reflect obligations of any person due and payable at that time;

amounts added in calculating Consolidated Net Income in respect of extraordinary items of the Borrower and Restricted Subsidiaries; and

all cash payments during such period relating to non-cash items or charges which were added back in determining EBITDA in any prior period of the Borrower and Restricted Subsidiaries;

“EDC” means Export Development Canada.

“Egypt Condition” means that, at the relevant time, the Egypt Owner (i) has no Debt, other than (A) shareholder loans made to the Egypt Owner, and (B) Non-Recourse Debt that does not exceed $20 million in the aggregate, and (ii) is not subject to any restriction on its ability to make distributions to equity holders; for the purpose of item (ii), the presence of a negative covenant in the agreements governing such Non-Recourse Debt to the effect that no distributions may be made to equity holders if an Event of Default (as defined in such agreements) has occurred shall not in and of itself constitute a restriction on its ability to make distributions to equity holders as long as an Event of Default (as so defined) has not occurred and is continuing.

“Egypt Owner” means Egyptian Methanex Methanol Company S.A.E.

“Egypt Project” means the 1.3 million tonnes per year methanol facility located in Damietta, Egypt (and in respect of which the Borrower owns a 50% interest through a Non-Recourse Subsidiary), which commenced commercial operations in 2011.

“Environmental Laws” means, with respect to a person, all applicable Laws, Permits and guidelines or requirements of any Official Body (whether or not having the force of Law), and including consent decrees or similar Permits to which such person is a party or otherwise subject, and administrative orders which may affect such person relating to public health and safety, protection of the environment, the Release of Hazardous Materials and occupational health and safety.

“Equivalent Amount” means, on a particular date in respect of an amount expressed in Canadian Dollars, the equivalent amount in US Dollars determined by reference to the Spot Rate at which Canadian Dollars may be exchanged into US Dollars as published on the Reuters Screen page BOFC. For this purpose, “Spot Rate” means, in

relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Agent Bank on the Business Day such conversion is to be made in accordance with its normal practice.

“Erroneous Payment” has the meaning set forth in section 11.8(1).

“Erroneous Payment Return Deficiency” has the meaning set forth in section 11.8(4).

“Escrow Documents” has the meaning set forth in section 6.4(a).

“Euro” means a euro unit as defined in the European Council Regulation on the legal framework for the introduction of the euro.

“Event of Default” has the meaning set forth in section 10.1.

“Excluded Items” has the meaning set forth in section 9.2(a).

“Face Amount” means, in respect of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Agent Bank from three Federal funds brokers of recognized standing selected by it.

“Financial Lease” means at any time any lease of property, real or personal, moveable or immoveable (whether or not such lease is intended as security), in respect of which the present value of the minimum rental commitment would, in accordance with GAAP, be capitalized on a balance sheet of the lessee.

“Financial Quarter” means a period of three consecutive months ending on March 31, June 30, September 30 or December 31, as the case may be.

“Financial Year” means a financial year commencing on January 1 of each calendar year and ending on December 31 of such year.

“Floor” means a rate of interest equal to 0.00%.

“Funded Debt” means at any time the aggregate Debt comprising borrowed monies of the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (including (i) current maturities, and (ii) the Debt comprised

in all Project Guarantees); provided that, in calculating the Funded Debt Ratio at any particular time, the following shall be deducted from Funded Debt:

the Ship Lease Adjustment at such time; and

the amount at such time of actual cash on hand (including acceptable liquid deposits and Approved Securities, such Approved Securities being valued at the lower of book value and market value), but net of outstanding items, and which deduction from Funded Debt:

shall be available only if there has been timely payment in accordance with relevant contract terms of all accounts payable, whether in respect of Debt or otherwise; and

shall apply only to the extent that the cash on hand is free from any Liens or any lockbox, control, blocked account or similar arrangements, covenants or other restrictions against its use for such purposes as the Borrower shall see fit.

“acceptable liquid deposits” shall mean deposits which satisfy either of the following criteria:

the deposit-taker is a financial institution rated A- (or the then equivalent grade) or higher by S & P or A3 (or the then equivalent grade) or higher by Moody’s; or

the deposit-taker is a financial institution rated at or above BBB and below A- (or the respective then equivalent grades) by S & P or at or above Baa2 and below A3 (or the respective then equivalent grades) by Moody’s; provided that the aggregate deposits falling under this item (ii) shall not at any time exceed US$15 million; and

“financial institution” shall mean an entity that is engaged in the business of banking, the loan business or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services.

“Funded Debt Ratio” means the ratio of Funded Debt to Total Capitalization as at the end of the most-recently completed Financial Quarter.

“GAAP” means, in relation to any person at any time, International Financial Reporting Standards as in effect at the applicable time, applied on a basis consistent with the most recent audited financial statements of such person and its consolidated subsidiaries; provided that determinations of compliance with the covenants set forth in sections 9.2(a) and (c) shall be made on the basis of such accounting principles as in effect on January 1, 2017 and without regard to subsequent changes in such accounting principles.

“GBP” means pounds Sterling.

“Government Acts” has the meaning set forth in section 5.8(1)(b).

“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Debt of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning.

“G3 Owner” means Methanex Geismar III LLC.

“Hazardous Materials” means:

any radioactive material;

any explosive;

any substance that, if added to any water, would degrade or alter or form part of a process of degradation or alteration of the quality of that water to the extent that it will adversely affect its use by man or by any animal, fish or plant;

any solid, liquid, gas or odour or combination of any of them that, if emitted into the air, would create or contribute to the creation of a condition of the air that:

endangers the health, safety or welfare of individual persons or the health of animal life;

interferes with normal enjoyment of life or property; or

causes damage to plant life or to property;

any toxic substance;

any substance declared to be hazardous or toxic under any Law now or hereafter enacted or promulgated by any Official Body having jurisdiction; and

any other substance which is or may become hazardous, dangerous or toxic to individual persons or property.

“Hedging Obligations” of any person means the obligations of such person pursuant to any IRRM designed to protect such person against changes in interest rates, foreign exchange rates, or prices of commodities (including, for certainty, natural gas, propane, water, electricity and electrical power) used or produced by the Borrower or any Restricted Subsidiary in the course of its business.

“ICR Waiver Period” means the period from and including the ICR Waiver Period Effective Date to and including the last day of the fourth consecutive full Financial Quarter immediately following the ICR Waiver Period Effective Date.

“ICR Waiver Period Conditions” means the conditions precedent set forth in section 2.1(7)(a) to (e), inclusive.

“ICR Waiver Period Effective Date” means the date (following satisfaction of the ICR Waiver Period Conditions) of delivery by the Borrower to the Agent Bank of a certificate in substantially the form annexed as schedule 17 hereto, with such changes as the Agent Bank shall reasonably agree.

“ICR Waiver Period Election” has the meaning set forth in section 2.1(7).

“Increased Costs” means any amounts payable to a Lender under any of sections 2.7, 2.9, 3.2(3), 5.2(3), 5.8, 9.1(m), 9.3, 12.5, 12.6, 12.7, 12.8 and 12.11.

“Information Documents” means, collectively, at any time and in any form, information provided by or on behalf of the Borrower to the Agent Bank in writing with respect to the businesses of the Borrower, the Restricted Subsidiaries and (during the relevant Project Guarantee Period) each ProjectCo, financial statements of the Borrower, Restricted Subsidiaries and (during such Project Guarantee Period) ProjectCo’s, certificates and other materials reasonably requested by the Agent Bank for the purpose, inter alia, of providing such information to the Lenders (including prospective Lenders), as from time to time, amended, supplemented or replaced.

“Interest Coverage Ratio” means, at any time, the ratio calculated by dividing:

EBITDA for the Borrower’s four most recently completed Financial Quarters; by

Net Interest Expense for that period.

“Interest Period” means:

in respect of each SOFR Advance, a period having a duration of one month, three months, six months or twelve months (in each case, subject to the availability thereof); provided that:

the Interest Period shall commence on the date of an advance of or a conversion to a SOFR Advance and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period with respect to a SOFR Advance would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

any Interest Period with respect to a SOFR Advance that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; and

no tenor that has been removed from this definition pursuant to section 3.5 shall be available for specification in such Borrowing Notice or interest election; and

with respect to each CORRA Advance, the initial period (subject to availability) of one month, three months or such other period as approved by all Lenders commencing on and including the date specified in the Borrowing Notice or Interest Rate Election is made, as the case may be, applicable to such CORRA Advance and ending on the last day of such initial period, and thereafter, each successive period (subject to availability) of approximately one month, three months or such other permitted period as selected by the Borrower and notified to the Agent Bank in writing commencing on and including the last day of the prior Interest Period; provided however that:

in the case of the continuation of all or a portion of a Borrowing comprising a CORRA Advance (subject to the terms and conditions hereof) for an additional Interest Period subsequent to the initial or any subsequent Interest Period applicable thereto, the last day of each Interest Period shall also be the first day of the next Interest Period; and

the last day of each Interest Period shall be a Business Day and, if not, the Borrower shall be deemed to have selected an Interest Period the last day of which is the first Business Day following the last day of the Interest Period selected by the Borrower, unless such first Business Day is in a succeeding calendar month, in which case the last day of such Interest Period shall be the immediately preceding Business Day;

“Interest Rate Election” means a notice changing the type of an Advance or selecting a further Interest Period substantially in the form annexed as schedule 4 hereto.

“Investment” has the meaning given to it in section 9.2(d)(i).

“IRRM” means: (i) any interest rate or foreign exchange risk management agreement or product, including (A) interest rate or currency exchange or swap agreements, (B) futures contracts, (C) forward exchange, purchase or sale agreements, and (D) any other agreements to fix or hedge interest rates or foreign exchange rates; and (ii) any agreement for the making or taking of delivery of any commodity (including, for certainty, natural gas, propane, water, electricity and electrical power), any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity, but shall not include any agreement for the physical purchase or sale of a commodity (including, for certainty, natural gas, propane, water, electricity and electrical power) entered into in the ordinary course of business unless (i) such agreement is entered into for hedging or speculative purposes, or (ii) such agreement is required to be accounted for on a mark to market (“fair value”) basis under GAAP.

“Issuance” means the issuance of a Letter of Credit by a Lender in accordance with the provisions of this agreement.

“Issue Date” means any Business Day fixed in accordance with the provisions of this agreement for an Issuance.

“Issue Notice” means a notice of request for an Issuance in the form of the Lenders’ respective customary letter of credit applications, as defined in section 5.2(1).

“Judicial Order” has the meaning set forth in section 5.9.

“Law” means any law (including common law and equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“Lenders” means the Lenders set forth in schedule 1 annexed hereto, together with their respective permitted assigns.

“Lending Branch” means, in respect of a particular Lender, the branch whose address is set forth in schedule 1 annexed hereto, or such other branch as such Lender may designate from time to time by notice given to the Agent Bank and the Borrower, subject to section 2.1(1).

“Letter of Credit” means a standby or commercial letter of credit or a letter of guarantee for a specified amount in Canadian Dollars, US Dollars, Australian dollars, New Zealand dollars, Euros or GBP (or other major currencies as agreed by the issuing Lender acting reasonably), and having a term to maturity of no more than one year from the date of issuance thereof, issued by a Lender at the request and upon the indemnity of the Borrower pursuant to article 5.

“Lien” means any mortgage, pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention, and any deposit of moneys under any agreement or arrangement whereby such moneys

may be withdrawn only upon fulfilment of any condition as to the discharge of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its claims satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired but excluding rights of set off arising by operation of law.

“Majority Lenders” means, at any time, Lenders whose respective individual Commitments aggregate at least 66-2/3% of the Total Commitments of all Lenders at such time; provided that, at any time that the Commitments of the Lenders shall have been terminated in full, “Majority Lenders” shall mean Lenders whose respective individual Principal Outstanding aggregate at least 66-2/3% of the total Principal Outstanding of all Lenders at such time.

“Material Adverse Effect” means:

any material adverse change in the assets, properties, operations or condition, financial or otherwise, of the Borrower and the Restricted Subsidiaries taken as a whole; or

any material impairment in the ability (financial or otherwise) of the Borrower to fulfil any covenant or obligation to the Agent Bank or the Lenders in any Credit Facility Document;

“Material Adverse Effect (Medicine Hat)” means any material adverse change in the Medicine Hat Assets or the operations or condition, financial or otherwise, of the Medicine Hat Plant; provided that a Material Adverse Effect (Medicine Hat) shall not include any change or event resulting from a change in the price of methanol.

“Maturity Date” means, as the context requires, the Tranche A Maturity Date or the Tranche B Maturity Date.

“Medicine Hat Assets” means all real and personal property of whatsoever nature owned by the Borrower or in which the Borrower has an interest and comprising, or used primarily in connection with or otherwise integral to the ownership, operation and maintenance of, the Medicine Hat Plant.

“Medicine Hat Limit” means, at any time, an amount equal to 10% of Consolidated Net Worth (as such term is defined in, and determined at such time in accordance with, the 1995 US Note Indenture).

“Medicine Hat Plant” means the methanol production facility owned and operated by the Borrower and located on the Medicine Hat Site, including all associated infrastructure.

“Medicine Hat Security” means (i) a fixed charge by way of mortgage over all real property legally or beneficially owned by the Borrower and comprising the Medicine Hat Site, and (ii) a security interest over all present and after-acquired personal

property of whatsoever nature legally or beneficially owned by the Borrower and comprising Medicine Hat Assets; provided that the amount of Obligations secured by the Medicine Hat Security at any time shall not exceed the Medicine Hat Limit at such time.

“Medicine Hat Site” means the real property interests described in schedule 16.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its ratings agency business.

“Net Interest Expense” means, for any particular period, without duplication, the aggregate expense incurred by the Borrower, Restricted Subsidiaries and (during the relevant Project Guarantee Period) each ProjectCo, on a consolidated basis for the Borrower in accordance with GAAP (omitting amounts that are not attributable to Restricted Subsidiaries or (during the relevant Project Guarantee Period) a ProjectCo) for interest and equivalent costs of borrowing (taking into account the effect of any relevant IRRMs), including:

bankers’ acceptance fees;

discounts on bankers’ acceptances;

the interest portion of any Financial Lease; and

all fees and other compensation paid to any person that has extended credit to the Borrower, the Restricted Subsidiaries or (during the relevant Project Guarantee Period) a ProjectCo other than any upfront, extension and similar non-recurring fees paid to the Agent Bank or Lenders in connection with the Credit Facility;

excludes the interest capitalized in accordance with GAAP on new methanol projects under development;

excludes the “make-whole” premium on the redemption of any private or public bond; and

is net of interest earned on short term cash or cash equivalents by the Borrower, Restricted Subsidiaries and (during the relevant Project Guarantee Period) ProjectCo’s.

“1995 US Note Indenture” means the indenture dated as of July 20, 1995 between the Borrower and the United States Trust Company of New York pursuant to which the 2014 US Notes and other notes are issued, as supplemented by a first supplemental indenture dated as of June 18, 2002, a second supplemental indenture dated as of June 19, 2002, a third supplemental indenture dated as of December 9, 2003, a fourth supplemental indenture dated as of August 3, 2005, the 2012 Fifth Supplemental and the 2014 Sixth Supplemental.

“Non-Qualifying Lender” has the meaning set forth in section 5.1.

“Non-Qualifying Portion” has the meaning set forth in section 5.1.

“Non-Recourse Debt” means Debt comprising borrowed monies or that portion thereof:

as to which neither the Borrower nor any Restricted Subsidiary (i) provides credit support or financial assistance of any nature whatsoever (including any undertaking, agreement or instrument which would constitute Debt comprising borrowed monies, but excluding the provision by the Borrower to a Non-Recourse Subsidiary of a letter of credit for the purpose of assuring required levels of debt service reserve or other reserve accounts, up to an aggregate limit for all such letters of credit outstanding at any time of US$40 million), or (ii) is liable (directly or indirectly, contingently or otherwise); and

default with respect to which (including any rights which the holders thereof may have to take enforcement action) would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Borrower or any Restricted Subsidiary to declare a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its stated maturity.

“Non-Recourse Subsidiary” means, subject to the last paragraph of section 8.1:

Atlas Methanol Company Unlimited, Methanex Atlas Holdings Limited, Egyptian Methanex Methanol Company S.A.E. and Methanex Holdings (Egypt) Ltd.; or

a subsidiary of the Borrower which (i) does not own any properties or assets other than those acquired after the Closing Date, and (ii) does not have outstanding any Debt for borrowed monies other than Non-Recourse Debt; for this purpose, proceeds of disposition or other dealing with a property or asset owned on the Closing Date shall be considered to have been owned on the Closing Date.

“Non-Recourse Subsidiary Transaction” has the meaning set forth in section 9.2(d)(i).

“Notice” means a Borrowing Notice, an Issue Notice or an Interest Rate Election.

“Obligations” means, at any time the amount (calculated and expressed in US Dollars, with each Canadian Dollar obligation converted for purposes of such calculation into the Equivalent Amount in US Dollars) equal to the sum of (i) the Principal Outstanding, (ii) all accrued and unpaid interest thereon and all interest on accrued and unpaid interest, and (iii) all accrued and unpaid fees, expenses, costs, indemnities, Increased Costs and other amounts payable to the Lenders, and the terms “Tranche A

Obligations” and “Tranche B Obligations” shall mean, respectively, the Obligations owed by the Borrower under or in respect of Tranche A or Tranche B.

“Official Body” means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, whether foreign or domestic.

“Participant” shall have the meaning ascribed thereto in section 12.10(3)(a).

“Payment Account” means:

“Payment Recipient” has the meaning set forth in section 11.8.

“Permit” means any consent, licence, approval, permit, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation (whether or not having the force of Law) of, by or from any Official Body of competent jurisdiction.

“Permitted Atlas/Egypt Amount” means, in respect of Atlas or (as the case may be) the Egypt Owner, amounts repaid by Atlas or the Egypt Owner to the Borrower on account of the principal of shareholder loans, in each case up to an amount equal to (i)

the Borrower’s share of free cash flow generated from the operations of Atlas or the Egypt Owner during the measurement period (being cash flow after any interest, taxes, working capital changes and similar charges), less (ii) the principal amount of loans made to Atlas or the Egypt Owner by the Borrower to cover negative free cash flow from operations; for clarity, loans made by the Borrower to Atlas or the Egypt Owner (as permitted by this agreement) made for the purposes of (i) capital expenditures, (ii) re-financing or repaying existing loans (intercompany or otherwise), or (iii) re-capitalizing the joint venture capital structure, when accompanied by a return of capital in substantially the same amount, would not be deducted in calculating EBITDA.

“Permitted Liens” means, in respect of any person at any time, any one or more of the following:

Liens for taxes, assessments or government charges or levies not at the time due and delinquent, or the validity of which is being contested at the time by such person in good faith by proper legal proceedings and in respect of which appropriate provision (if any) has been made under applicable generally accepted accounting principles;

the Lien of any judgment rendered or claim filed against such person which such person shall be contesting in good faith by proper legal proceedings;

Liens or privileges imposed by Law (such as carriers, warehousemen’s, mechanics and materialmen’s Liens and privileges) arising in the ordinary course of business not at the time due or delinquent, or which are being contested at the time by such person in good faith by proper legal proceedings and in respect of which appropriate provision (if any) has been made under applicable generally accepted accounting principles;

undetermined or inchoate Liens incidental to current operations which have not at such time been filed, including Liens on maritime cargo for freight charges not yet due;

restrictions, easements, rights-of-way, servitudes or other similar rights in land or immoveable property (including rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other persons which in the aggregate do not materially impair the usefulness, in the operation of the business of such person, of the property subject to such restrictions, easements, rights-of-way, servitudes or other similar rights;

the right reserved to or vested in any Official Body of competent jurisdiction, by the terms of any Permit acquired by such person or by any Law, to terminate any such Permit or to require annual or other payments as a condition to the continuance thereof;

the encumbrance resulting from the deposit of cash or securities in connection with any of the Liens referred to in paragraphs (a), (b) or (c) above, or in connection with contracts, tenders, leases or expropriation proceedings, or to secure workmen’s compensation, surety or appeal bonds, costs of litigation when required by Law and public and statutory obligations, and any right of refund, set off or charge-back available to any bank or other financial institution;

security given to a public utility or any other Official Body of competent jurisdiction when required by such utility or other Official Body in connection with the operations of such person in the ordinary course of its business;

the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown or any similar authority;

title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the property for the purposes for which it is held by such person;

Financial Leases and Purchase Money Mortgages;

those Liens in existence on the date hereof with respect to which the Lenders have been made familiar through prior dealings with the Borrower or otherwise, as set forth in schedule 9 annexed hereto;

Liens securing indebtedness or other obligations of the Borrower or a Restricted Subsidiary owing to, as the case may be, the Borrower or another Restricted Subsidiary;

Liens on property or shares of a person at the time that such person becomes a Restricted Subsidiary; provided, however, that the Lien may not extend to any other property or assets owned by the Borrower or any Restricted Subsidiary and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any other Restricted Subsidiary; provided, further, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, or to provide credit support in connection with, such person becoming a Restricted Subsidiary;

Liens on property or assets at the time the Borrower or a Restricted Subsidiary acquires the property or assets, including any acquisition by means of an amalgamation, merger or consolidation with or into the Borrower or a Restricted Subsidiary; provided, however, that the Lien may not extend to any other property or assets owned by the Borrower or any Restricted Subsidiary and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any other Restricted Subsidiary; provided, further, that such Liens are not created, incurred or assumed in connection with, or in

contemplation of, or to provide credit support in connection with, such acquisition;

Liens to secure any refinancing, extension, renewal or replacement as a whole, or in part, of any indebtedness secured by any Lien referred to in the foregoing clauses (l), (n) and (o);

Liens in connection with Hedging Obligations in the ordinary course of business which consist of obligations to deposit, or deposits of, money or marketable securities or rights of set off;

the Liens of any Project Security;

subject to the 10% limitation set forth in section 9.2(a), Liens securing other Debt comprising borrowed monies; and

the Liens described in schedule 16.

“person” includes an individual, partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture and other entity and any Official Body.

“Principal Outstanding” means, at any time, the amount (calculated and expressed in US Dollars, with each Canadian Dollar obligation converted for purposes of such calculation into the Equivalent Amount in US Dollars) equal to the sum of (i) the aggregate principal amount of all Advances then outstanding, and (ii) the aggregate Face Amount of all Letters of Credit then outstanding.

“Project” means a proposed development by a ProjectCo of a methanol production facility.

“Project Debt” means any financing obtained by a ProjectCo for the purposes of funding the development and construction of a Project; provided that, for greater certainty, in the event that a Project is being developed on a joint venture or other partnership basis whereby the Borrower does not hold a 100% interest (direct or indirect) in such Project, the amount of Project Debt for the purposes of this agreement shall be the amount thereof attributable to the Borrower’s direct or indirect interest in such Project.

“Project Guarantee” means a Guarantee by the Borrower in respect of all or any portion of Project Debt, which may include a completion guarantee or similar obligation on the part of the Borrower.

“Project Guarantee Period” means the period commencing on the delivery by the Borrower of a Project Guarantee and ending on the date of final termination of all obligations of the Borrower under such Project Guarantee.

“Project Security” means, collectively, the Liens granted as security for a Project Debt and comprising:

a pledge by the Borrower’s subsidiary which is the direct parent of the relevant ProjectCo of all of its shares held in the capital of such ProjectCo;

a first fixed and floating charge (or equivalent local security) granted by such ProjectCo over all assets (present or future, real or personal, tangible or intangible) comprised in the relevant Project; and

a Project Guarantee.

“ProjectCo” means a newly-formed subsidiary of the Borrower, formed for the purpose of developing, constructing and operating a Project.

“Purchase Money Mortgage” means any Lien given (whether or not to the transferor), assumed or arising by operation of Law to provide or secure or to provide the obligor with funds to pay the whole or any part of the consideration for the acquisition or costs of construction of property where (i) the principal amount of such Lien is not in excess of the cost to the obligor of the property encumbered thereby, (ii) such Lien was created prior to, at the time of or within 120 days after the acquisition, completion of construction or commencement of full operation of such property, and (iii) such Lien is secured only by the property being acquired by the obligor and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any Restricted Subsidiary, and includes the renewal, extension or refinancing of any such Lien and of the indebtedness represented thereby upon the same property provided that the indebtedness secured thereby and the security therefor are not increased thereby. For greater certainty, no Project Security shall constitute a Purchase Money Mortgage.

“Rating” means the rating assigned to the senior unsecured public debt of the Borrower by an Agency.

“RBSL” means Refinitiv Benchmark Services (UK) Limited.

“Reference Lenders” means either any Lender or any two Lenders, as selected by the Agent Bank from time to time, who agree to such selection and are acceptable to the Borrower, which are banks under Schedule II or Schedule III of the Bank Act (Canada).

“Release” includes releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, or permitting any of the foregoing to occur.

“Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Relevant US Governmental Body” has the meaning set forth in section 3.5(6).

“Restricted Payment” means any payment (in cash or in kind) made by the Borrower or a Restricted Subsidiary to a shareholder or to any affiliate that is not the Borrower or a Restricted Subsidiary, whether by way of dividend, distribution, repayment of capital, loan advance or loan payment, investment, acquisition or sale of property, or

any other similar transaction that has the economic effect of transferring value outside of the group comprising the Borrower and its Restricted Subsidiaries (and including any purchase, repurchase, redemption, or other acquisition or retirement for value of any of the Borrower’s or a Restricted Subsidiary’s equity interests, shares, capital stock, warrants, options or other rights to acquire any of the foregoing).

“Restricted Project” means, collectively, the facilities located at:

Puntas Arenas in Chile;

Waitara and Motunui in New Zealand (including D1, D2, D3 and D4);

Point Lisas in Trinidad (and owned by Methanex Trinidad (Titan) Unlimited);

Geismar in Louisiana, USA; and

any future methanol production facilities which are owned by a Restricted Subsidiary;

“Restricted Project Owner” means a person that directly owns, legally or beneficially, all, or a material portion of or interest in, a Restricted Project, which persons as at the date of this agreement are:

Methanex Chile SpA;

Methanex New Zealand Limited;

Methanex Trinidad (Titan) Unlimited;

Methanex USA LLC;

Methanex Geismar II LLC;

the G3 Owner; and

Methanex Louisiana LLC.

“Restricted Subsidiary” means any subsidiary of the Borrower (other than a Non-Recourse Subsidiary), including for greater certainty:

all Restricted Project Owners; and

all subsidiaries of the Borrower that perform material services or provide material functions pertaining to a Restricted Project, with the exception of the Egypt Owner and Atlas.

“Royal Bank” means Royal Bank of Canada.

“Sale/Leaseback Transaction” means an arrangement with any person other than the Borrower or a Restricted Subsidiary providing for the leasing by the Borrower or a Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such person in contemplation of such leasing; provided, however, that any subsequent transfer of any such arrangement between the Borrower and a Restricted Subsidiary or between Restricted Subsidiaries, whereby the Borrower or a Restricted Subsidiary ceases to be the lessor under such arrangement, shall be deemed to constitute a Sale/Leaseback Transaction at such time.

“Sanctions” means economic or financial sanctions administered, enacted or enforced by any Sanctions Authority, including any restriction on the Lender’s or its affiliates’ ability to conduct business with any person in any country relevant to the transaction, pursuant to all applicable United States or Canadian laws regarding sanctions and export controls (all such applicable Laws currently in effect, all such new applicable Laws in effect in the future or each as amended from time to time), such as the United Nations Act, Special Economic Measures Act, Export and Import Permits Act, Freezing Assets of Foreign Corrupt Officials Act, Criminal Code, Defense Production Act, Proceeds of Crime (Money Laundering) and Terrorist Financing Act, Anti-Terrorism Act or any statutes, rules and regulations enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or any other similar United States or Canadian statute or regulation, and any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by His Majesty’s Treasury of the United Kingdom, the United National Security Council, the European Union or any EU member state.

“Sanctions Authority” means (a) Canada, (b) the United Nations, (c) the United States, (d) the European Union, or (e) His Majesty’s Treasury of the United Kingdom, or the respective governmental institutions, agencies and subdivisions of any of the foregoing.

“S & P” means Standard & Poor’s Rating Services, a division of McGraw Hill Companies Inc. and any successor to its ratings agency business.

“Senior Officer” means, in respect of a corporation, the chairman of the board, the president or chief executive officer, the managing director, the chief financial officer, the vice president – finance, or such other officer as the Agent Bank may agree.

“Ship Lease Adjustment” means, at any time that the Funded Debt Ratio is to be calculated, the amount that is the lesser of:

US$500 million; and

the aggregate of the amounts, as determined in accordance with GAAP, carried at such time as liabilities on the respective balance sheets of:

the Borrower or any Restricted Subsidiaries in respect of Financial Leases entered into for terminal facilities; and

Waterfront in respect of Financial Leases entered into for the use of shipping vessels to transport production.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Advance” has the meaning set forth in the definition of “Advance”.

“SOFR Available Tenor”, “SOFR Benchmark”, “SOFR Benchmark Replacement”, “SOFR Benchmark Replacement Adjustment”, “SOFR Benchmark Replacement Date”, “SOFR Benchmark Transition Event”, “SOFR Benchmark Transition Start Date”, “SOFR Benchmark Unavailability Period” and “SOFR Unadjusted Benchmark Replacement” have the respective meanings given to them in section 3.5(6).

“subsidiary” means, at any time in respect of a person, any corporation or other entity controlled at such time directly or indirectly by such person, and includes for greater certainty successive subsidiaries of such subsidiary.

“Taxes” means all taxes, levies, imposts, stamp taxes, duties, charges to tax, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof as of the date hereof or at any time in the future together with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof (but excluding any taxes, franchise taxes, levies, imposts or charges imposed, levied or assessed in respect of or applied on the overall net income of any Lender, net earnings of any Lender, net profits of any Lender or capital or place of business of any Lender or on goods and services purchased by any Lender and any penalties and payments of principal, interest, charges, fees or other amounts made on or in respect thereof), and “Tax” and “Taxation” shall be construed accordingly;

“Term CORRA” means, for any calculation with respect to a Term CORRA Advance, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Canadian Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days

prior to such Periodic Term CORRA Determination Day; provided, however, if the Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator more than three (3) Business Days prior to such Periodic Term CORRA Determination Day, then Term CORRA will be the interest rate (expressed as a rate per annum on the basis of a year of 365 days) for a comparable tenor quoted by the Agent Bank as of such Periodic Term CORRA Determination Day.

“Term CORRA Adjustment” means, with respect to Term CORRA, for an Interest Period of a duration of (i) one-month, a percentage equal to     % (     basis points) per annum, and (ii) three-months, a percentage equal     % (     basis points) per annum.

“Term CORRA Administrator” means CanDeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Advance” has the meaning set forth in the definition of “Advance”.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

“Term SOFR” means, for any Interest Period for a duration of one month, three months, six months or twelve months (in each case, subject to the availability thereof) for a SOFR Advance, the greater of (i) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, and (ii) the Floor; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a SOFR Benchmark Replacement Date (as defined in section 3.5(6)) with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Adjustment” means, with respect to Term SOFR,     (    basis points) per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (“CBA”) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent Bank in its reasonable discretion).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“this agreement”, “herein”, “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to the 2009 Credit Agreement as supplemented, amended, restated and replaced from time to time (including by this agreement), and not to any particular article, section, schedule or other portion hereof; and the expressions “article”, “section” and “schedule” followed by a number or letter mean and refer to the specified article, section or schedule of this agreement; and, unless otherwise stated or necessary in the context, the expression “on the date hereof” and similar expressions refer to the date of the 2009 Credit Agreement and the expression “hereafter” and similar expressions refer to the period after the date of the 2009 Credit Agreement.

“Total Capitalization” means the sum of Funded Debt and Consolidated Tangible Net Worth.

“Total Commitment” means the sum of the Total Tranche A Commitments and the Total Tranche B Commitments.

“Total Tranche A Commitment” means the sum of all Tranche A Commitments.

“Total Tranche B Commitment” means the sum of all Tranche B Commitments.

“Tranche” means, as the context requires, Tranche A or Tranche B, and “Tranches” means both Tranche A and Tranche B together.

“Tranche A” means the portion of the Credit Facility to be made available to the Borrower by the Lenders as a revolving operating facility in an aggregate principal amount not to exceed the Total Tranche A Commitment.

“Tranche A Commitment” means, in respect of a Lender, the amount set forth opposite such Lender’s name under the heading “Tranche A Commitment” as set forth in schedule 1 annexed hereto, subject to sections 2.1(1)(a) and 2.2(1)(a).

“Tranche A Maturity Date” means April 24, 2028.

“Tranche B” means the portion of the Credit Facility to be made available to the Borrower by the Lenders as a revolving operating facility in an aggregate principal amount not to exceed the Total Tranche B Commitment.

“Tranche B Commitment” means, in respect of a Lender, the amount set forth opposite such Lender’s name under the heading “Tranche B Commitment” as set forth in schedule 1 annexed hereto, subject to sections 2.1(1)( b) and 2.2(1)(b).

“Tranche B Maturity Date” means April 24, 2026.

“2005 Credit Agreement” means the credit agreement dated for reference June 3, 2005 entitled “2005 Credit Agreement” between Methanex Corporation as Borrower, Royal Bank of Canada as administrative agent, Canadian Imperial Bank of Commerce as Syndication Agent Bank, ABN AMRO Bank N.V. and BNP Paribas, acting through its Canada Branch as Documentation Agent Banks, and those institutions whose names are set forth on the execution pages thereof under the heading “Lenders” as lenders.

“2009 Credit Agreement” has the meaning set forth in the first recital to this agreement.

“2012 Fifth Supplemental” means the fifth supplemental indenture dated as of February 28, 2012 between the Borrower as issuer and The Bank of New York Mellon as trustee, which indenture was supplemental to the 1995 US Note Indenture.

“2014 Sixth Supplemental” means the sixth supplemental indenture dated as of November 18, 2014 between the Borrower as issuer and The Bank of New York Mellon as trustee, which indenture was supplemental to the 1995 US Note Indenture.

“2014 US Notes” means:

the fixed-rate unsecured series of notes and debentures due December 1, 2024 issued by the Borrower in the United States in the aggregate principal amount of US$300 million under the 1995 US Note Indenture; and

the fixed-rate unsecured series of notes and debentures due December 1, 2044 issued by the Borrower in the United States in the aggregate principal amount of US$300 million under the 1995 US Note Indenture.

“2023 ARCA” has the meaning set forth in the first recital to this agreement.

“Unadjusted Canadian Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the related Canadian Benchmark Replacement Adjustment.

“Uniform Customs” means the Uniform Customs and Practices for Documentary Credits (1993 Revision), ICC Publication 500.

“US Base Rate” means, at any time, the greatest of:

the rate of interest per annum established and reported by the Agent Bank from time to time as the reference rate of interest it charges to customers for US Dollar loans made by it in Canada;

the sum of (i) the Federal Funds Effective Rate multiplied by 365 and divided by 360, plus (ii)   basis points per annum; and

Adjusted Term SOFR for a one-month tenor in effect for such day plus   %;

“US Base Rate Advance” has the meaning set forth in the definition of “Advance”.

“US Dollar Advance” has the meaning set forth in the definition of “Advance”.

“US Dollars”, “United States Dollars” and “US$” each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Waterfront” means Waterfront Shipping Limited or any successor or assignee entity.

In this agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Where in this agreement a notice must be given a number of days prior to a specified action, the day on which such notice is given shall be included and the day of the specified action shall be excluded.

reference to any body corporate shall include successors thereto, whether by way of amalgamation or otherwise; provided that certain corporate reorganizations involving the Borrower or a Restricted Subsidiary shall nonetheless be subject to the terms and provisions hereof;

reference to any statute, enactment or legislation or to any section or provision thereof shall include a reference to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time; and

reference to any agreement, instrument, Permit or other document shall include reference to such agreement, instrument, Permit or other document as the same may have been heretofore, or may be hereafter, amended, supplemented or restated from time to time (and irrespective of whether amendments, supplements or restatements prior to the date hereof have or have not been specifically identified herein).

confirms and agrees that all references therein to the 2009 Credit Agreement will constitute references to such agreement as amended, supplemented, restated and replaced from time to time (including by this agreement); and

confirms and agrees that notwithstanding the amendments and restatement provided for in this agreement, each of the existing Credit Facility Documents to which the Borrower is a party, and all covenants, clauses, provisions, powers, matters and things contained therein, shall continue in full force and effect.

Commitments.

Tranche A. Tranche A shall be made available by the Lenders to the Borrower on a revolving basis in the principal amount of up to US$300 million; provided that:

the aggregate principal amount of Tranche A may be increased as set forth in section 2.1(6); and

the aggregate principal amount of Tranche A may be reduced as set forth in section 2.1(8).

Tranche B. Tranche B shall be made available by the Lenders to the Borrower on a revolving basis in the principal amount of up to US$200 million; provided that the aggregate principal amount of Tranche B may be increased as set forth in section 2.1(6).

Purposes. Each of Tranche A and Tranche B shall be used for general corporate purposes of the Borrower and the Restricted Subsidiaries including working capital, capital expenditures, fees and expenses.

Availability. Subject to section 2.1(5), Accommodations under each of Tranche A and Tranche B will be made available to the Borrower from time to time in the following minimum amounts (and in incremental amounts if so indicated in parentheses):

Cdn Prime Rate Advances

US Base Rate Advances

SOFR Advances

CORRA Advances

Letters of Credit

Revolving Repayments. In the event that the Borrower wishes to make a repayment on account of either Tranche A or Tranche B in accordance with its revolving nature and with the intention that the amount so repaid may be re-borrowed (and therefore excluding, for greater certainty, repayments required by voluntary reductions of the Commitments as contemplated by section 2.3), the Borrower shall provide to the Agent Bank the number of days’ notice stipulated in schedule 7 annexed hereto, using the form of notice of repayment set forth in schedule 15 annexed hereto. The Borrower may make such a payment under a Tranche without being required to make any concurrent repayment under the other Tranche.

Non-Pro Rata Borrowing Options.

EDC - It is acknowledged that EDC is not in a position to make Letters of Credit available hereunder. As a result, in the event that the Borrower has requested an Issuance, EDC will have no obligation to be included in the making of such Issuance and the Agent Bank and the other Lenders will make appropriate arrangements for same to be made by the Lenders other than EDC in the same manner as if EDC were not a party hereto; provided that in no event shall the Principal Outstanding in respect of the Accommodations made by a Lender under a Tranche exceed such Lender’s Commitment under such Tranche.

Agent Bank Advances.

In the event that the Borrower has a requirement for a Cdn Prime Rate Advance or a US Base Rate Advance in same day funds in a minimum amount of US $100,000 (or C$100,000, as the case may be) up to US $10 million (or the Equivalent Amount in Canadian Dollars), the Borrower may (subject to satisfaction of applicable terms and conditions hereof) obtain such Advance in multiples of US$100,000 (or C$100,000, as the case may be) (in sections 2.1(5)(b) and (c), and subject to the following paragraph (ii), an “Agent Bank Advance”) from the Agent Bank alone on a same day basis notwithstanding schedule 7 annexed hereto and otherwise as set forth in this section 2.1(5)(b).

In addition,

any Canadian Dollar or US Dollar debit balance from time to time in the Borrower Account, and

if at any time the Borrower is party to a cash concentration arrangement with the Agent Bank, the amount of any overdraft from time to time in the Canadian Dollar or US Dollar concentration account, as the case may be, of the Borrower established pursuant to such arrangement (which for great certainty may include the Borrower’s Account),

The Borrower shall ensure that the sum of (i) the US Dollar principal amount of the US Base Rate Advances outstanding as Agent Bank Advances, and (ii) the Equivalent Amount in US Dollars of the Canadian Dollar principal amount of the Cdn Prime Rate Advances outstanding as Agent Bank Advances, shall not at any time exceed US$10 million.

On the last Business Day of each week, and on such other occasions as the Agent Bank may see fit, the Agent Bank shall determine the

aggregate principal amount of Agent Bank Advances outstanding hereunder.

Each Agent Bank Advance shall be repaid in full, including all accrued and unpaid interest, on the last Business Day of each week.

If an Agent Bank Advance is not repaid in full in accordance with paragraph (v) and the aggregate remaining principal amount is over US$1 million or C$1 million, as the case may be, the Borrower shall be deemed to have delivered to the Agent Bank a Borrowing Notice requesting a Cdn Prime Rate Advance in such aggregate principal amount (notwithstanding the minimum amount specified in section 2.1(3)) in Canadian Dollars, or a US Base Rate Advance in such aggregate principal amount (notwithstanding the minimum amount specified in section 2.1(3)) in US Dollars, or both as applicable, and the Agent Bank shall give to each Lender prompt notice thereof and such Lender’s rateable portion of such Advance(s) (with a concurrent copy of such notice to the Borrower).

Each Lender agrees to indemnify the Agent Bank (to the extent not reimbursed by the Borrower), pro rata in accordance with its Commitment, from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent Bank in any way relating to or arising out of any Agent Bank Advances; provided that no Lender shall be liable for any portion of such losses or claims resulting from the Agent Bank’s gross negligence or wilful misconduct.

It is acknowledged that, to the extent that:

EDC does not make an Accommodation in the circumstances contemplated by section 2.1(5)(a);

the Agent Bank makes Agent Bank Advances as contemplated by section 2.1(5)(b); or

the provisions of section 2.11 are applied to an Accommodation;

Accordion Feature. Upon written notice to the Agent Bank at any time (other than during the ICR Waiver Period), provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time request an increase of up to US$100 million in the aggregate Commitments, so that the aggregate Commitments may be up to US$600 million (and which increased amount may be allocated between Tranche A and Tranche B in such manner as the Borrower shall request). The Lenders at the time of such notice shall not be obliged to participate in any increase and the Borrower may pursue and include new lenders to assist in funding the increase; provided that the addition of new lenders shall be subject to:

the ability of the new lenders to make funding available in each of the relevant lending jurisdictions;

in the case of any new lender that would be either (i) a Non-Qualifying Lender as defined in section 5.1, or (ii) an affiliate of the Borrower, the consent of the other existing and new Lenders; and

the execution and delivery by such new lenders of such accession or similar agreements as may be advised by Lenders’ counsel in order that such new lenders shall be bound by the terms and conditions of this agreement.

ICR Waiver Period Election. The Borrower may, on one occasion between the Closing Date and the Tranche A Maturity Date, inclusive, and only when no Default or Event of Default has occurred and is continuing and by giving written notice (an “ICR Waiver Period Election”) to the Agent Bank in the form of schedule 14 annexed hereto at least 15 Business Days prior to the proposed start of the ICR Waiver Period, elect to invoke the terms of the ICR Waiver Period. An ICR Waiver Period Election shall be effective on the ICR Waiver Period Effective Date, subject to satisfaction of the following conditions precedent:

if the Escrow Documents are held by the Agent Bank, the stamp duty payments, registrations, filings and recordings referred to in section 6.4(c)(i)(B) shall have been completed, and (i) the opinion and supporting corporate documentation referred to in section 6.4(c)(i)(C), and (ii) the certificate referred to in section 6.4(c)(i)(D) shall have been delivered to the Agent Bank at the times therein set forth;

if the Escrow Documents are held by the Agent Bank, the Borrower shall have delivered to the Agent Bank such evidence as the Agent Bank shall consider satisfactory, acting reasonably, confirming that the amount available to be secured by the Medicine Hat Security by virtue of section 4.08 of the 1995 US Note Indenture is at least       ;

as at the ICR Waiver Period Effective Date, neither a Default nor an Event of Default shall have occurred and be continuing;

as at the ICR Waiver Period Effective Date, no Material Adverse Effect (Medicine Hat) shall have occurred and be continuing; and

the Borrower shall have delivered to the Agent Bank, together with the ICR Waiver Period Election:

a Compliance Certificate demonstrating compliance (as at the end of the preceding Financial Quarter) with the financial covenants applicable to the Credit Facility during the ICR Waiver Period; and

management’s best estimate of pro forma calculations demonstrating pro forma compliance (as at the date of the ICR Waiver Period Election) with the financial covenants applicable to the Credit Facility during the ICR Waiver Period;

ICR Waiver Period Terms. Upon the ICR Waiver Period Effective Date, the following terms and conditions shall apply to the Credit Facility during (and, as otherwise set forth specifically below, after) the ICR Waiver Period:

the figure “60.0%” set forth in section 9.2(c)(i) shall be changed to “55%” on a permanent basis;

the expression “2.0:1” set forth in section 9.2(c)(ii) shall be changed to “1.0:1” during the ICR Waiver Period;

the Total Tranche A Commitments shall be changed to US$270 million on a permanent basis and, for greater certainty, the Total Tranche B Commitments shall remain unchanged;

the last sentence of section 9.1(h) shall be operative during the ICR Waiver Period;

section 9.2(j) shall be operative during the ICR Waiver Period;

the Medicine Hat Security shall be released at any time after the last day of the Financial Quarter immediately following the last day of the ICR Waiver Period upon the written request of the Borrower to the Agent Bank if:

the Borrower has minimum corporate credit ratings of at least BBB-/Ba1 or BB+/Baa3 by S&P/Moody’s; and

the Borrower shall have delivered to the Agent Bank a Compliance Certificate demonstrating compliance (at the end of the Financial Quarter immediately preceding the proposed date of release of the Medicine Hat Security) with the financial covenants applicable to the Credit Facility as at the end of such preceding Financial Quarter or, as applicable, during the four Financial Quarters then ended), which covenants shall be applied and determined without giving effect to the ICR Waiver Period Election;

section 12.2(2)(h) shall become effective; and

in the event that at any time prior to the release of the Medicine Hat Security in accordance with the preceding paragraph (f) a Material Adverse Effect (Medicine Hat) has occurred and is continuing, the Borrower and the Agent Bank shall enter into discussions regarding the provision by the Borrower of Acceptable Replacement Security in place of the Medicine Hat Security, and the Borrower shall within 90 days of written request by the Agent Bank (subject to an extension of up to 30 days if required and agreed by the Agent Bank) ensure that such Acceptable Replacement Security shall have been executed and delivered to the Agent Bank, and all registrations, payment of stamp duty, filings or recordings necessary to preserve, protect or perfect the enforceability and priority of the Liens created by such Acceptable Replacement Security shall have been completed.

Amortization. The Lenders’ respective:

Tranche A Commitments shall be reduced to nil, and the Borrower shall repay all Tranche A Obligations in full, on the Tranche A Maturity Date; and

Tranche B Commitments shall be reduced to nil, and the Borrower shall repay all Tranche B Obligations in full, on the Tranche B Maturity Date.

Foreign Exchange Fluctuations. If at any time the Principal Outstanding under a Tranche shall exceed the Total Tranche A Commitment or the Total Tranche B Commitment, as the case may be, solely by virtue of a change in the Equivalent

Amount in US Dollars of Accommodations made in another currency, the Borrower shall forthwith following demand therefor by the Agent Bank pay to the Agent Bank such amount as is required to reduce such Principal Outstanding to, or below, the Total Tranche A Commitment or the Total Tranche B Commitment, as the case may be; provided that, in the event that following repayment of all outstanding Cdn Prime Rate Advances and US Base Rate Advances there remains an excess attributable to the outstanding principal amount under SOFR Advances, CORRA Advances or Letters of Credit, such amount shall be paid by the Borrower to the Agent Bank, and shall be held by the Agent Bank and invested as directed by the Borrower in Approved Securities as cash collateral security for the Obligations of the Borrower in respect of such SOFR Advances, CORRA Advances or Letters of Credit.

Interest. At the same time as any required or voluntary repayment of principal is made hereunder, the Borrower shall also pay all accrued and unpaid interest on the principal amount being repaid or prepaid, together with any related Increased Costs.

Payment Account. The Borrower shall make each payment to be made hereunder (i) in Canadian Dollars, in respect of Canadian Dollar Advances, CORRA Advances, Canadian Dollar Letters of Credit and interest and fees thereon, and (ii) in US Dollars, in respect of US Dollar Advances, US Dollar Letters of Credit and interest and fees thereon. The Borrower shall make each such payment not later than 1:00 p.m. (Toronto time) on the day when due, in same day funds, by deposit of such funds to the Payment Account.

Business Day. Subject to the next following sentence, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. If any such extension would cause any payment of interest or fees on an Accommodation to be made in the next following calendar month, such payment shall be made on the last preceding Business Day.

Application. Unless otherwise expressly set forth herein, all amounts received by the Agent Bank on account of the Obligations shall be applied by the Agent Bank as follows:

first, to fulfil the obligations of the Borrower to pay agency fees to the Agent Bank as set forth in section 2.6;

second, to fulfil the Borrower’s obligation to pay accrued and unpaid interest (including interest on overdue interest and other amounts);

third, to fulfil the Borrower’s obligation to pay any fees which are due and owing (including other fees set forth in section 2.6), and any Increased Costs and other unpaid costs, expenses and other amounts payable to the Agent Bank and the Lenders in connection with any of the Credit Facility Documents;

fourth, to fulfil the Borrower’s obligation to pay any amounts due and owing on account of Principal Outstanding (including in respect of the Face Amount of Letters of Credit); and

last, to the Borrower or as any court of competent jurisdiction may otherwise direct.

Pro Rata Basis. All payments of principal, interest and fees herein set forth, unless otherwise expressly stipulated, shall be made for the account of, and distributed to, the Lenders pro rata on the basis of the Obligations respectively owed to them.

Basis. All computations of (i) interest based on the Cdn Prime Rate or the US Base Rate shall be made by the Agent Bank on the basis of a year of 365 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable, and (ii) interest based on SOFR shall be made by the Agent Bank on the basis of a year of 360 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of fees shall be made by the Agent Bank on the basis of a year of 365 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent Bank of an amount of interest or fees payable by the Borrower hereunder shall be conclusive and binding for all purposes, absent demonstrated error.

Interest Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), the yearly rate of interest to which any rate of interest based on SOFR is equivalent may be determined by multiplying the applicable rate by a fraction, the numerator of which is the number of days to the same calendar date in the next calendar year (or 365 days if the calculation is made as of February 29) and the denominator of which is 360.

allocate an Accommodation pro rata in accordance with sections 3.2 or 5.4 by reason of the occurrence of circumstances described in sections 2.1(5), 2.9 or 5.1; or

allocate an Issuance among the Lenders such that the Letter of Credit required to be issued by each Lender complies with the reasonable commercial requirements of the Borrower or the Beneficiary (but without limiting the application of the last paragraph of section 5.1);

Medicine Hat Security. As continuing collateral security for the payment and performance of the Obligations (on a pari passu basis among the Lenders), the Medicine Hat Security has been executed by the Borrower and delivered to the Agent Bank; provided that the amount of Obligations secured by the Medicine Hat Security at any time shall not exceed the Medicine Hat Limit at such time. For greater certainty, the Medicine Hat Security will secure the Obligations under both Tranche A and Tranche B on a pari passu basis.

Medicine Hat Security – Release. The Medicine Hat Security shall be released at any time (other than when an ICR Waiver Period is in effect) upon the written request of the Borrower to the Agent Bank if:

the Borrower has minimum Ratings of at least BBB-/Ba1 or BB+/Baa3 by S&P/Moody’s; and

the Borrower shall have delivered to the Agent Bank a Compliance Certificate demonstrating compliance (at the end of the Financial Quarter immediately preceding the proposed date of release of the Medicine Hat Security) with the financial covenants applicable to the Credit Facility as at the end of such preceding Financial Quarter or, as applicable, during the four Financial Quarters then ended),

Continued Perfection. The Borrower shall (and shall cause, as applicable, any subsidiary to) take such action and execute and deliver to the Agent Bank such agreements, conveyances, deeds and other documents and instruments as the Agent Bank shall reasonably request for the purpose of establishing, perfecting, preserving and protecting the Medicine Hat Security and the Lien thereof to the extent contemplated by this agreement and the Medicine Hat Security, in each case forthwith upon request therefor by the Agent Bank and in form and substance satisfactory to the Agent Bank, acting reasonably.

Commitment. Each Lender agrees (on a several basis with the other Lenders, up to the amount of such Lender’s Commitment in respect of the relevant Tranche), on the terms

and conditions herein set forth, from time to time to make Advances prior to termination of the Credit Facility as follows:

Amounts. Each Advance under the Credit Facility shall be in an aggregate principal amount not less than the requisite amount (or multiple thereof) set forth in section 2.1(3).

Notice. Each Borrowing shall be made on the number of days prior notice specified in schedule 7 annexed hereto in relation to the type of Advance requested, given in each case not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank, which shall give to each relevant Lender prompt notice thereof and such Lender’s rateable portion of such Advance. Each such notice of a Borrowing (a “Borrowing Notice”) shall be given in substantially the form of schedule 2 annexed hereto, or such other form as the Agent Bank may from to time specify, or by telephone (confirmed promptly in writing) containing the same information as would be contained in a Borrowing Notice.

Lender Funding. Each Lender shall, before 10:00 a.m. (Vancouver time) on the date of the requested Borrowing, deposit to the Payment Account in same day funds such Lender’s rateable portion of such Borrowing in (i) Canadian Dollars, in the case of a Canadian Dollar Advance, and (ii) US Dollars, in the case of a US Dollar Advance. Promptly upon receipt by the Agent Bank of such funds and upon fulfilment of the applicable conditions set forth in article 6, the Agent Bank will make such funds available to the Borrower by debiting such account (or causing such account to be debited), and by crediting the Borrower’s Account (or causing such account to be credited) with like funds in the aggregate amount of such funds.

Notice Irrevocable. Each Borrowing Notice shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss or expense incurred by such Lender as a result of any failure by the Borrower to fulfil or honour, before the date specified for any Borrowing, the applicable conditions set forth in article 6, if the Borrowing as a result of such failure is not made on such date.

Failure by Lender to Fund. Unless the Agent Bank shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent Bank such Lender’s rateable portion of such Borrowing, the Agent Bank may assume that such Lender has made such portion available to the Agent Bank on the date of such Borrowing in accordance with section 3.2(2) and the Agent Bank may,

in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made its rateable portion available to the Agent Bank, such Lender shall pay such corresponding amount to the Agent Bank forthwith on demand. If such Lender shall pay such corresponding amount to the Agent Bank, the amount so paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this agreement. The Agent Bank shall also be entitled to recover from such Lender interest on such corresponding amount, for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent Bank, at a rate per annum equal to (i) in the case of a Canadian Dollar Advance, the Cdn Prime Rate in effect from time to time, or (ii) in the case of a US Dollar Advance, the US Base Rate in effect from time to time, in each case plus the Applicable Margin. If such Lender shall not pay such corresponding amount to the Agent Bank forthwith on demand, the Borrower shall pay such corresponding amount (together with accrued and unpaid interest at the rate herein set forth for such type of Advance) to the Agent Bank within two Business Days of demand being made upon it; provided that, if such Lender is an affiliate of another Lender that has made its necessary payment hereunder, the Borrower and such other Lender shall first consult in good faith as to whether such failure may be alleviated through another funding source satisfactory to the Borrower and such other Lender.

Ibid. The Agent Bank shall notify the Borrower of the failure of any Lender to make an Advance if (i) such failure has not been remedied within seven days, or (ii) the Agent Bank reasonably believes that such failure was caused by any reason other than a technical failure or as a result of a defect in the arrangements hereunder for funding Advances. The Agent Bank shall not be liable to either Borrower or any Lender in respect of notice given or not given pursuant to this section 3.2(5). In the event of the continuing failure by any Lender (in this section 3.2(5), the “defaulting Lender”) to make an Advance, the Borrower and the Agent Bank shall use their reasonable best efforts to arrange for one or more other persons reasonably satisfactory to the Borrower and the other Lenders to assume all or a portion of the relevant Commitments and the outstanding Accommodations of the defaulting Lender. The assuming Lender shall execute all such documents as may be reasonably required by the Agent Bank and the Borrower to effect such assumption.

Reliance. The Agent Bank may act upon the basis of telephonic notice believed by it in good faith to be from the Borrower prior to receipt of a Borrowing Notice. In the event of conflict between the Agent Bank’s record of the applicable terms of any Borrowing and such Borrowing Notice, the Agent Bank’s record shall prevail, absent demonstrated error.

General. Each Advance shall initially be the type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to such type of Advance, until (i) in the case of a SOFR Advance or CORRA Advance, the end of the initial Interest Period applicable thereto as specified in the applicable Borrowing Notice, or (ii) in the case of a Cdn Prime Rate Advance or a US Base Rate Advance, the

date on which such type of Advance is repaid in full or such Advance is changed to another type of Advance pursuant to this section 3.3.

Interest Rate Elections. Subject to availability, the Borrower may from time to time elect to change the type of Advance or (in the case of a SOFR Advance or CORRA Advance) continue the same as a SOFR Advance (or, as the case may be, the relevant type of CORRA Advance) for an additional Interest Period, by giving an Interest Rate Election as follows:

if such Advance is a SOFR Advance, the Borrower may elect to (i) change such SOFR Advance to a US Base Rate Advance, or (ii) continue such SOFR Advance for an additional Interest Period, in each case beginning on the last day of the then current Interest Period applicable to such SOFR Advance;

if such Advance is a US Base Rate Advance, the Borrower may elect to change such US Base Rate Advance as of any Business Day to a SOFR Advance;

if such Advance is a CORRA Advance, the Borrower may elect to (i) change such CORRA Advance to a Cdn Prime Rate Advance, or (ii) continue such CORRA Advance for an additional Interest Period, in each case beginning on the last day of the then current Interest Period applicable to such CORRA Advance; and

if such Advance is a Cdn Prime Rate Advance, the Borrower may elect to change such Cdn Prime Rate Advance as of any Business Day to a Term CORRA Advance.

Notice. Each such election shall be made on notice given the number of days prior to the effective date of such change or continuation as is specified in schedule 7 annexed hereto in relation to the type of Advance into which such Advance is to be changed or the type of Advance which is to be continued, given in each case not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank. Each such notice (an “Interest Rate Election”) shall be given substantially in the form of schedule 4 annexed hereto (or such other form as the Agent Bank may from time to time specify), or by telephone (promptly confirmed in writing) containing the same information as would be contained in an Interest Rate Election. The Agent Bank may act upon the basis of a telephone notice believed by it in good faith to be from the Borrower prior to receipt of an Interest Rate Election. In the event of a conflict between the Agent Bank’s record of the applicable terms of any change or continuation of an Advance and such Interest Rate Election, the Agent Bank’s record shall prevail, absent demonstrated error.

Ibid. Each Interest Rate Election shall specify, with respect to the outstanding Advances to which such Interest Rate Election applies (i) if the type of such Advance is to be changed, the new type of Advance selected, the date on which such change is to be made and, if the new type of Advance selected is a SOFR Advance or CORRA Advance, the duration of the initial Interest Period applicable thereto, or (ii) if such Advance is a SOFR Advance or CORRA Advance which is to continue to bear the same type of interest for an additional Interest Period, the duration of the additional Interest Period and the date on which such Interest Period is to begin. Each Interest

Period specified in an Interest Rate Election shall comply with the provisions of the definition of Interest Period, as set forth in section 1.1.

Notice Irrevocable. Each Interest Rate Election shall be irrevocable and binding upon the Borrower. If the Borrower fails to give to the Agent Bank in respect of all or any part of a SOFR Advance or CORRA Advance (as permitted hereunder) (i) an Interest Rate Election in the manner required by section 3.3(2), or (ii) a notice of repayment in the manner required by section 2.1(4), then such SOFR Advance or CORRA Advance, or part thereof, shall continue as a SOFR Advance (or, as the case may be, the relevant type of CORRA Advance) for a further Interest Period of one month.

Cdn Prime Rate Advances. If and so long as such Advance is a Cdn Prime Rate Advance, at a rate per annum equal at all times to the sum of the Cdn Prime Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in Canadian Dollars in arrears (i) monthly on the last Business Day of each month, and (ii) when such Cdn Prime Rate Advance becomes due and payable in full.

CORRA Advances. If and so long as such Advance is a Term CORRA Advance (or, as the case may be, a Daily Compounded CORRA Advance), at a rate per annum equal at all times during each Interest Period for such Term CORRA Advance (or, as the case may be, Daily Compounded CORRA Advance) to the sum of Adjusted Term CORRA (or, as the case may be, Adjusted Daily Compounded CORRA) for such Interest Period plus the Applicable Margin, calculated daily and payable in Canadian Dollars (i) at the end of such Interest Period except where such Interest Period exceeds three months in duration, in which case such interest shall be calculated and payable on the dates falling every three months following the commencement of the Interest Period) and, finally, at the end of such Interest Period, and (ii) when such Term CORRA Advance (or, as the case may be, Daily Compounded CORRA Advance) becomes due and payable in full.

US Base Rate Advances. If and so long as such Advance is a US Base Rate Advance, at a rate per annum equal at all times to the sum of the US Base Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in US Dollars in arrears (i) monthly on the last Business Day of each month, and (ii) when such US Base Rate Advance becomes due and payable in full.

SOFR Advances. If and so long as such Advance is a SOFR Advance, at a rate per annum equal at all times during each Interest Period for such SOFR Advance to the sum of Adjusted Term SOFR for such Interest Period plus the Applicable Margin, calculated daily and payable in US Dollars (i) at the end of such Interest Period except where such Interest Period exceeds three months

in duration, in which case such interest shall be calculated and payable on the dates falling every three months following the commencement of the Interest Period) and, finally, at the end of such Interest Period, and (ii) when such SOFR Advance becomes due and payable in full.

SOFR Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Facility Document, upon the occurrence of a SOFR Benchmark Transition Event, the Agent Bank and the Borrower may amend this agreement to replace the then-current SOFR Benchmark with a SOFR Benchmark Replacement. Any such amendment with respect to a SOFR Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Agent Bank has posted such proposed amendment to all affected Lenders and the Borrower so long as the Agent Bank has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a SOFR Benchmark with a SOFR Benchmark Replacement pursuant to this section 3.5(1) will occur prior to the applicable SOFR Benchmark Transition Start Date.

Conforming Changes. In connection with the use, administration, adoption or implementation of a SOFR Benchmark Replacement, the Agent Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this agreement or any other Credit Facility Document.

Notices; Standards for Decisions and Determinations. The Agent Bank will promptly notify the Borrower and the Lenders of (i) the implementation of any SOFR Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a SOFR Benchmark Replacement. The Agent Bank will promptly notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a SOFR Benchmark pursuant to section 3.5(4), and (y) the commencement of any SOFR Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent Bank or, if applicable, any Lender (or group of Lenders) pursuant to this section 3.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this agreement or any other Credit Facility Document, except, in each case, as expressly required pursuant to this section 3.5.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Facility Document, at any time (including in connection with the implementation of a SOFR Benchmark Replacement), (i) if the then-current SOFR Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such SOFR Benchmark is not displayed on a screen or other information

service that publishes such rate from time to time as selected by the Agent Bank in its reasonable discretion, or (B) the administrator of such SOFR Benchmark or the regulatory supervisor for the administrator of such SOFR Benchmark has provided a public statement or publication of information announcing that any tenor for such SOFR Benchmark is not or will not be representative, then the Agent Bank may modify the definition of “Interest Period” (or any similar or analogous definition) for any SOFR Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a SOFR Benchmark (including a SOFR Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Agent Bank may modify the definition of “Interest Period” (or any similar or analogous definition) for all SOFR Benchmark settings at or after such time to reinstate such previously removed tenor.

SOFR Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a SOFR Benchmark Unavailability Period, the Borrower may revoke any request for the advance of, conversion to or continuation of SOFR Advances to be made, converted or continued during any SOFR Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to US Base Rate Advances. During any SOFR Benchmark Unavailability Period or at any time that a tenor for the then-current SOFR Benchmark is not a SOFR Available Tenor, the component of US Base Rate based upon the then-current SOFR Benchmark or such tenor for such SOFR Benchmark, as applicable, will not be used in any determination of US Base Rate.

Certain Defined Terms. In this agreement:

in the case of clause (1) or (2) of the definition of “SOFR Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein, and (b) the date on which the administrator of such SOFR Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all SOFR Available Tenors of such SOFR Benchmark (or such component thereof);

in the case of clause (3) of the definition of “SOFR Benchmark Transition Event,” the first date on which such SOFR Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such SOFR Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any SOFR Available Tenor of such SOFR Benchmark (or such component thereof) continues to be provided on such date.

a public statement or publication of information by or on behalf of the administrator of such SOFR Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all SOFR Available Tenors of such SOFR Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any SOFR Available Tenor of such SOFR Benchmark (or such component thereof);

a public statement or publication of information by the regulatory supervisor for the administrator of such SOFR Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such SOFR Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such SOFR Benchmark (or such component), in each case, which states that the administrator of such SOFR Benchmark (or such component) has ceased or will cease to provide all SOFR Available Tenors of such SOFR Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any SOFR Available Tenor of such SOFR Benchmark (or such component thereof); or

a public statement or publication of information by the regulatory supervisor for the administrator of such SOFR Benchmark (or the published component used in the calculation thereof) announcing that all SOFR Available Tenors of such SOFR Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

Canadian Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Facility Document, if a Canadian Benchmark Transition Event and its related Canadian Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (i) if a Canadian Benchmark Replacement is determined in accordance with clause (a) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Credit Facility Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this agreement or any other Credit Facility Document, and (ii) if a Canadian Benchmark Replacement is determined in accordance with clause (b) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Credit Facility Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this agreement or any other Credit Facility Document so long as the Agent Bank has not received, by such time, written notice of objection to such Canadian Benchmark Replacement from Lenders comprising the Majority Lenders. If the Canadian Benchmark Replacement is Adjusted Daily Compounded CORRA, all interest payments will be payable on the last day of each Interest Period.

Conforming Changes. In connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement, the Agent Bank will have the right to make such Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this agreement or any other Credit Facility Document.

Notices; Standards for Decisions and Determinations. The Agent Bank will promptly notify the Borrower and the Lenders of (i) the implementation of any Canadian Benchmark Replacement, and (ii) the effectiveness of any such Conforming Changes in connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement. The Agent Bank will notify the Borrower of (iii) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to section 3.6(4), and (iv) the commencement of any Canadian Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent Bank or, if applicable, any Lender (or group of Lenders) pursuant to this section 3.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this agreement or any other Credit Facility Document, except, in each case, as expressly required pursuant to this section 3.6.

Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Facility Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (i) if the then-current Canadian Benchmark is a term rate (including Term CORRA) and either (A) any tenor for such Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent Bank in its reasonable discretion, or (B) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then the Agent Bank may modify the definition of “Interest Period” (or any similar or analogous definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian Benchmark Replacement), then the Agent Bank may modify the definition of “Interest Period” (or any similar or analogous definition) for all Canadian Benchmark settings at or after such time to reinstate such previously removed tenor.

Canadian Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Canadian Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Advances, which are of the type that have a rate of interest determined by reference

the then-current Canadian Benchmark, to be made, converted or continued during any Canadian Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to (i) for a Canadian Benchmark Unavailability Period in respect of Term CORRA, Daily Compounded CORRA Advances, and (ii) for a Canadian Benchmark Unavailability Period in respect of a Canadian Benchmark other than Term CORRA, Cdn Prime Rate Advances.

Subject to sections 3.5 and 3.6, if, on or prior to the first day of any Interest Period for any SOFR Advance or CORRA Advance, as applicable:

the Agent Banks determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term CORRA”, “Adjusted Daily Compounded CORRA” or “Adjusted Term SOFR”, as applicable, cannot be determined pursuant to the definition thereof, for reasons other than a SOFR Benchmark Transition Event or a Canadian Benchmark Transition Event, as the case may be; or

the Majority Lenders determine that for any reason in connection with any request for a SOFR Advance or a CORRA Advance, as applicable, or a conversion thereto or a continuation thereof that Term SOFR, Term CORRA or Daily Compounded CORRA, as applicable, for any requested Interest Period with respect to a proposed SOFR Advance or CORRA Advance, as applicable, does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Advance, and the Majority Lenders have provided notice of such determination to the Agent Bank,

Upon delivery of such notice by the Agent Bank to the Borrower under section 3.7(1), any obligation of the Lenders to make SOFR Advances or CORRA Advances, as applicable, and any right of the Borrower to continue SOFR Advances or CORRA Advances, as applicable, or to convert US Base Rate Advances to SOFR Advances or Cdn Prime Rate Advances to CORRA Advances, as applicable, shall be suspended (to the extent of the affected SOFR Advances or CORRA Advances, as applicable, or affected Interest Periods) until the Agent Bank (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice.

Upon receipt of such notice by the Agent Bank to the Borrower under section 3.7(1), (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances or CORRA Advances as applicable (to the extent of the affected SOFR Advances or CORRA Advances, as applicable, or affected Interest Periods); (ii) in respect of SOFR Advances, the Borrower may elect to convert any such request into a request for a Borrowing of or conversion to US Base Rate Advances; (iii) in respect of Term CORRA Advances, the Borrower may elect to convert any such request into a request for a Borrowing of or conversion to Daily Compounded CORRA Advances; and (iv) in respect of Daily Compounded CORRA Advances, the Borrower

may elect to convert any such request into a request for a Borrowing of or conversion to Cdn Prime Rate Advances.

Notice. Each Issuance shall be made on the number of days prior written notice specified in schedule 7 annexed hereto in relation to Letters of Credit, given substantially in the form of schedule 5 annexed hereto (an “Issue Notice”) not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank. The Issue Notice shall specify (i) the requested Issue Date; (ii) the Face Amount of the Letter of Credit; (iii) the expiration date of the Letter of Credit; and (iv) the name and address of the Beneficiary. Promptly upon receipt of an Issue Notice, the Agent Bank shall notify each Lender thereof, which notice from the Agent Bank shall also specify each

Lender’s rateable amount of such Letter of Credit and shall attach the Borrower’s completed application for such Letter of Credit.

Maturity. The Borrower shall not request in an Issue Notice a maturity date for a Letter of Credit which would be subsequent to the relevant Maturity Date.

Notice Irrevocable. Each Issue Notice shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Agent Bank and the Lenders against any loss or expense incurred by the Agent Bank or the Lenders as a result of any failure by the Borrower to fulfil or honour before the date specified for any Issuance the applicable conditions set forth in article 6, if the Issuance as a result of such failure is not made on such date.

Agent Bank to Execute As Attorney. Each Letter of Credit shall be executed and delivered by the Agent Bank in the name of and on behalf of, and as attorney-in-fact for each Lender. The Agent Bank shall act under each Letter of Credit as the agent of each Lender to: (i) receive drafts, other demands for payment and other documents presented by the Beneficiary thereunder (and the Agent Bank shall forward a copy of such documents to the Borrower promptly upon receipt thereof); (ii) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Letter of Credit; and (iii) notify such Lender and the Borrower that a valid drawing has been made and the date that the related payment by a Lender thereunder is to be made; provided that the Agent Bank shall have no obligation or liability for any such payment under any Letter of Credit, and each Letter of Credit shall expressly so provide. Each Lender hereby irrevocably appoints and designates the Agent Bank as its attorney-in-fact, acting through any duly authorized officer of the Agent Bank, to execute and deliver in the name and on behalf of such Lender at any time prior to the relevant Maturity Date in respect of such Lender each Letter of Credit to be issued by such Lender hereunder. Promptly upon the request of the Agent Bank, each Lender will furnish to the Agent Bank such powers of attorney or other evidence as any beneficiary thereunder may reasonably request in order to demonstrate that the Agent Bank has the power to act as attorney-in-fact for such Lender to execute and deliver such Letter of Credit. The Borrower and the Lenders agree that each Letter of Credit shall provide that all drafts and other documents

presented thereunder shall be delivered to the Agent Bank and that all payments thereunder shall be made by the Lenders obligated thereon through the Agent Bank. Each Lender shall be severally liable under each Letter of Credit in proportion to its rateable share of the Total Commitments on the Issue Date of such Letter of Credit, and each Letter of Credit shall specify each Lender’s rateable share of the amount payable thereunder.

Records. The Agent Bank shall maintain records showing the undrawn and unexpired amount of Letters of Credit outstanding hereunder and each Lender’s share of such amount and showing for each Letter of Credit issued hereunder: (i) the Issuance Date and expiration date thereof; (ii) the amount thereof; (iii) the date and amount of all payments made thereunder; and (iv) each Lender’s share of the amount of each Letter of Credit issued hereunder. The Agent Bank shall make copies of such records available to the Borrower or any Lender upon request. In the event of a conflict between the Agent Bank’s record of the applicable terms of any Issuance and an Issue Notice, the Agent Bank’s record shall prevail, absent demonstrated error.

Time for Honour. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (local time) on such Business Day.

Issue. Not later than 1:00 p.m. (Toronto time) on an applicable Issue Date, the Agent Bank, as attorney-in-fact for the Lenders, will complete and issue or arrange to have completed and issued the relevant Letter of Credit: (i) dated the Issue Date; (ii) in favour of the Beneficiary; (iii) in a Face Amount; and (iv) with the expiration date; all as specified by the Borrower in its Issue Notice. Upon issuance of a Letter of Credit, the Agent Bank shall give prompt notice thereof to the Borrower and each Lender.

Review. The Borrower and each Lender hereby authorize the Agent Bank to review on behalf of each Lender each draft and other document presented under each Letter of Credit. The determination of the Agent Bank as to the conformity of any documents presented under a Letter of Credit to the requirements of such Letter of Credit shall, in the absence of the Agent Bank’s gross negligence or wilful misconduct, be conclusive and binding on the Borrower and each Lender. The Agent Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter of Credit. The Agent Bank shall promptly after such examination: (i) notify each of the Lenders obligated under such Letter of Credit and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s rateable share of such payment; (ii) promptly deliver to each such Lender and the Borrower a copy of each document purporting to represent a demand for payment under such Letter of Credit; and (iii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter of Credit. The responsibility of the Agent Bank and the Lenders in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft)

delivered under such Letter of Credit in connection with such presentment are in conformity with the requirements of such Letter of Credit.

Payment. With respect to any drawing determined by the Agent Bank to have been properly made under a Letter of Credit, each Lender will make its rateable share of the applicable payment in respect of such Letter of Credit in accordance with its liability under such Letter of Credit and this agreement, such payment to be made to the Agent Bank in the Payment Account. The Agent Bank will make any payments made available to it by the Lenders to the Beneficiary of such Letter of Credit by promptly crediting the amounts so received, in like funds, to the account identified by such Beneficiary in connection with such demand for payment. Promptly following any payment by any Lender in respect of any Letter of Credit, the Agent Bank will notify the Borrower of such payment; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligations to reimburse the Lenders with respect to any such payment.

Reimbursement. The Borrower agrees to reimburse each Lender for each payment made by such Lender under any Letter of Credit. The Borrower shall make such reimbursement by paying to the Agent Bank, for the account of such Lender, the full amount of each payment made by such Lender. The Borrower shall also pay and reimburse each Lender for all taxes, fees, charges and other costs and expenses incurred by such Lender in connection with such payment, as notified by such Lender to the Borrower through the Agent Bank. Each reimbursement payment shall be due and payable on the date on which the Agent Bank notifies the Borrower of the amount of such reimbursement obligation.

Agent Bank Not Required to Pay. The Agent Bank shall not be required to make any payment under a Letter of Credit in excess of the amount received by it from the Lenders for such payment. Promptly after making a payment under a Letter of Credit on behalf of the Lenders liable thereunder, the Agent Bank shall remit to each Lender that remitted funds to the Agent Bank in respect of such payment such Lender’s share of the payments received by the Agent Bank from the Borrower in respect of such payment.

Advance. Unless the Borrower notifies the Agent Bank prior to 10:00 a.m. (Vancouver time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse the Agent Bank for the amount of such drawing with funds other than the proceeds of Advances, (i) the Borrower shall be deemed to have given a Borrowing Notice to the Agent Bank requesting the Lenders to make, in the case of a drawing payable in a currency other than Canadian Dollars, a US Base Rate Advance or, in the case of a drawing payable in Canadian Dollars, a Cdn Prime Rate Advance on the date on which such drawing is honoured in an amount equal to the amount of such drawing (or, in the case of a drawing in a currency other than Canadian Dollars or US Dollars, the Equivalent Amount of such drawing), and (ii) the Lenders shall, on the date of such drawing, make such Advance in accordance with article 3 and the Borrower shall apply the proceeds thereof to the reimbursement of the issuing Lenders for the amount of such drawing.

Issue Fee. The Borrower shall pay to the Agent Bank (for the account of the Lenders, pro rata on the basis of the respective Face Amounts of the Letters of Credit issued on their behalf by the Agent Bank) an issue fee in US Dollars. Such issue fee shall be payable by the Borrower quarterly in arrears, on the last Business Day of each quarter following the issuance of each Letter of Credit, during the term of the Letter of Credit, and shall be calculated on the Face Amount of such Letter of Credit on the basis of the number of days in such three-month period (including the first day but excluding the last day) at a rate per annum equal to the applicable percentage set forth in the definition of Applicable Margin.

Administration Fee. The Borrower shall pay to the Agent Bank, upon the issuance, amendment or transfer of each Letter of Credit, the Agent Bank’s standard documentary and administrative charges for issuing, amending or transferring Letters of Credit of a similar amount, term and risk.

any lack of validity or enforceability of a Letter of Credit;

the existence of any claim, set off, defence or other right which the Borrower may have at any time against a Beneficiary, the Agent Bank, a Lender or any other person, whether in connection with the Credit Facility Documents and the transactions contemplated therein or any other transaction (including any underlying transaction between the Borrower and the Beneficiary);

any certificate or other document presented with a Letter of Credit proving to be forged, fraudulent or invalid or any statement in it being untrue or inaccurate;

the existence of any act or omission or any misuse of, a Letter of Credit or misapplication of proceeds by the Beneficiary, including any fraud in any certificate or other document presented with a Letter of Credit;

payment by the Agent Bank or a Lender under the Letter of Credit against presentation of a certificate or other document which does not comply with the terms of the Letter of Credit (provided that such payment does not constitute gross negligence or wilful misconduct, in the case of a standby letter of credit or letter of guarantee, or breach of the standards of reasonable care specified in the Uniform Customs, in the case of a commercial letter of credit); or

the existence of a Default or Event of Default.

Indemnity. In addition to amounts payable as elsewhere provided in this article 5, the Borrower hereby agrees to protect, indemnify, pay and save the Agent Bank and each Lender and its directors, officers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including legal fees and expense) which the indemnitee may incur or be subject to as a consequence, direct or indirect, of:

the issuance of any Letter of Credit, other than as a result of the gross negligence or wilful misconduct of the indemnitee, in the case of a standby letter of credit or letter of guarantee, or breach of the standards of reasonable care specified in the Uniform Customs, in the case of a commercial letter of credit); or

the failure of the indemnitee to honour a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions called in this section 5.8, “Government Acts”).

Risk. As between the Borrower, and the Agent Bank and the Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Agent Bank on behalf of the Lenders by, the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, neither the Agent Bank nor any Lender shall be responsible for:

errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, telecopy or otherwise;

errors in interpretation of technical terms;

any loss or delay in the transmission of any document required in order to make a drawing; and

any consequences arising from causes beyond the control of the Agent Bank or the applicable Lender, including any Government Act.

Survival. The obligations of the Borrower under this section 5.8 shall survive the payment and performance of the Obligations.