Superior Plus Corp. — Capital/Financing Update 2024

Dec 12, 2024

EXECUTION VERSION

SECOND AMENDING AGREEMENT

TO

CREDIT AGREEMENT

AMONG, INTER ALIOS:

SUPERIOR GENERAL PARTNER INC., SUPERIOR PLUS LP, SUPERIOR PLUS CORP. AND

SUPERIOR PLUS US FINANCING INC.

(AS BORROWERS)

-AND-

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO (AS LENDERS)

-AND-

CANADIAN IMPERIAL BANK OF COMMERCE (AS ADMINISTRATIVE AGENT)

-AND-

CANADIAN IMPERIAL BANK OF COMMERCE, NATIONAL BANK FINANCIAL, TD

SECURITIES and THE BANK OF NOVA SCOTIA

(AS CO-LEAD ARRANGERS AND JOINT BOOKRUNNERS)

September 16, 2024

Second Amending Agreement

---

EXECUTION VERSION

THIS SECOND AMENDING AGREEMENT (this “Amending Agreement”) is dated as of September 16, 2024

AMONG, INTER ALIOS:

SUPERIOR GENERAL PARTNER INC., a corporation governed by the laws of Canada, SUPERIOR PLUS LP, a limited partnership formed under the laws of the Province of Ontario, SUPERIOR PLUS CORP., a corporation governed by the laws of Canada, and SUPERIOR PLUS US FINANCING INC., a corporation incorporated under the laws of the State of Delaware, as borrowers

AND

EACH OF THE OTHER LOAN PARTIES NAMED ON THE SIGNATURE PAGES HERETO, as Loan Parties

AND

EACH OF THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES HERETO OR AS FROM TIME TO TIME BECOME LENDERS UNDER THE AMENDED CREDIT

AGREEMENT, as Lenders

AND

CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank having a branch in Toronto, Ontario, in its capacity as Agent for the Lenders

WHEREAS the Borrowers, the Lenders and the Agent are parties to a credit agreement dated as of May 31, 2023, as amended by a first amending agreement to credit agreement dated as of June 3, 2024 (the “Credit Agreement”);

AND WHEREAS the Borrowers, the Lenders and the Agent wish to amend the Credit Agreement as provided herein;

NOW THEREFORE in consideration of the premises, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

Second Amending Agreement

---

EXECUTION VERSION

ARTICLE 1 INTERPRETATION

1.1 Definitions

Where referred to herein, all capitalized terms used (including in the recitals) but not otherwise defined herein shall have the same meaning ascribed thereto in the Amended Credit Agreement. In addition, the term “Amended Credit Agreement” shall mean the Credit Agreement as amended and supplemented by this Amending Agreement, and as it may be further amended, modified, supplemented or restated from time to time.

1.2 Headings

The headings and the Article and Section titles are inserted for convenience of reference only and shall not affect the construction or interpretation of this Amending Agreement.

1.3 References

Unless something in the subject matter or context is inconsistent therewith, all references to Sections, Articles and Schedules are to Sections, Articles and Schedules to this Amending Agreement. The words “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar expressions mean and refer to this Amending Agreement.

ARTICLE 2 AMENDMENT

2.1 Amendments to Credit Agreement

Subject to the satisfaction (or waiver) of the conditions set forth in ARTICLE 4 hereof, the Credit Agreement, effective as of Second Amendment Effective Date (as hereinafter defined), is hereby amended as follows:

(a) The definition of “Margin” in Section 1.1 of the Credit Agreement is deleted and replaced with the following:

“Margin” means, at any time, a margin, expressed as a per annum rate of interest based on a year of three hundred and sixty five (365) days or, in the case of U.S. Prime Loans and Term Benchmark Loans only, of three hundred and sixty (360) days, payable to the Lenders with respect to Loans equal to the rate set out in the following table opposite the applicable corporate rating category assigned by S&P, the applicable issuer rating assigned by DBRS and/or the applicable corporate rating category assigned by Moody’s, in each case, to Superior Plus LP from time to time:

Second Amending Agreement

---

EXECUTION VERSION

Rating Category DBRS/S&P/Moody's	Margin for Term Benchmark Loans, Term CORRA Loans and Daily Compounded CORRA Loans (bps)	Margin for Cdn. Prime Rate Loans, U.S. Base Rate Loans and U.S. Prime Loans (bps)	Standby Fee (bps)
BBB/BBB/Baa2 or higher	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]
BBB (low)/BBB-/Baa3	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]
BB (high)/BB+/Ba1	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]
BB/BB/Ba2	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]
Lower than BB/BB/Ba2 or Unrated	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]	[REDACTED: CONFIDENTIAL INFORMATION]

provided that:

(b) if there is only one assigned rating category or if all of the assigned rating categories are the same, the Margin will be based on such rating category;

(c) if there are two or more assigned rating categories and they differ:

(i) if such rating categories differ by one level only, the Margin will be based on the highest rating; and

(ii) if the two highest rating categories differ by two or more levels, the Margin will be based on the rating category which is one level below the highest rating category;

(d) during such time as the Security is in effect:

(i) the Margin will be based on the rating assigned to the senior long term indebtedness for borrowed money of Superior Plus LP on a secured basis, if available; and

Second Amending Agreement

---

EXECUTION VERSION

(ii) if the rating set out in paragraph (c)(i) above is unavailable, the Margin will be based on the rating category immediately above the corporate rating category assigned by S&P, the issuer rating assigned by DBRS and/or the corporate rating category assigned by Moody's, in each case, to Superior Plus LP,

in each case, as determined in accordance with paragraphs (a) and (b) above; and

(e) for the avoidance of doubt, interest and fee pricing with respect to Borrowings and Commitments for any period prior to the Second Amendment Effective Date shall be as set out in the Credit Agreement prior to the amendments effected on the Second Amendment Effective Date;

(f) The reference to "May 31, 2026" in the definition of "Maturity Date" in Section 1.1 of the Credit Agreement is deleted and replaced with "June 6, 2027".

(g) The following new definition is added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

"Second Amendment Effective Date" means September 16, 2024;

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties

As of the date hereof, each of the Borrowers represent and warrant to the Agent and each of the Lenders, all of which representations and warranties shall survive the execution and delivery of this Amending Agreement, that:

(a) this Amending Agreement has been duly authorized, executed and delivered by each Loan Party;

(b) the Amended Credit Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor's rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(c) no Default or Event of Default has occurred which is continuing or will occur as a result of entering into this Amending Agreement; and

(d) each of the representations and warranties contained in Section 2.1 of the Amended Credit Agreement (with this Amending Agreement being a Loan Document for the purposes thereof), are true and correct as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date.

Second Amending Agreement

---

EXECUTION VERSION

ARTICLE 4

CONDITIONS PRECEDENT

4.1 Conditions Precedent

This Amending Agreement shall become effective on the date each of the following conditions precedent are satisfied or waived by the Lenders hereunder (such date being the “Second Amendment Effective Date”):

(a) as of the Second Amendment Effective Date, there exists no Default or Event of Default and the Agent has received a certificate of the Borrowers certifying the same;

(b) the representations and warranties contained in Section 3.1 are true and correct as of the Second Amendment Effective Date and the Agent has received a certificate of the Borrowers certifying the same;

(c) no amendments are required to be made to the Revolving Credit Agreement in connection with the amendments being made to the Credit Agreement and the Agent has received a certificate of the Borrowers certifying the same;

(d) the Agent has received the following:

(e) a duly executed copy of this Amending Agreement;

(f) a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate for each Loan Party under the laws of its governing jurisdiction;

(g) an officer’s certificate by or on behalf of each Loan Party attaching copies of its constating documents (or confirming there have been no changes to its constating documents since those last delivered to the Agent on May 31, 2023 or, in the case of Kiva United Energy, Inc., on July 1, 2024);

(h) a certified copy of a resolution of the board of directors or equivalent of each Loan Party relating to its authority to execute, deliver and perform its obligations under this Amending Agreement and each other Loan Document to which it is a party and the manner in which and by whom the same is to be executed and delivered, certified as of the Second Amendment Effective Date; and

(i) a certificate by or on behalf of each Loan Party dated as of the Second Amendment Effective Date setting forth specimen signatures of the individuals who will be executing this Amending Agreement and each other Loan Document to which it is a party on its behalf;

(j) the Lenders shall have received all fees and expenses due in respect hereof on the Second Amendment Effective Date as agreed to with the Borrowers, including the

Second Amending Agreement

---

EXECUTION VERSION

upfront fees referenced in Section 5.1 below and including, to the extent invoiced, reimbursement or payment of all legal fees;

(k) the Agent and the Lenders shall have received all such other documentation and information reasonably requested from the Loan Parties in connection with any AML Legislation as may be required in accordance with Section 14.14 of the Amended Credit Agreement.

ARTICLE 5

MISCELLANEOUS

5.1 Upfront Fees

As consideration for the agreement of the Lenders to extend the maturity date under the Credit Agreement as set forth herein, the Borrowers shall pay to the Agent, for the benefit of the Lenders, on a pro rata basis, an upfront fee equal to [REDACTED: CONFIDENTIAL INFORMATION] per annum (or any portion thereof) of the aggregate Commitments of each Lender, which fee will be calculated from (but not including) May 31, 2026 (being the maturity date under the Credit Agreement prior to giving effect to the amendments set forth herein) until June 6, 2027 (being the maturity date under the Amended Credit Agreement), and will be payable on the Second Amendment Effective Date.

5.2 Consent and Confirmation by Loan Parties

Each Loan Party signatory hereto, in its capacity as a guarantor pursuant to the Loan Party Guarantee to which it is a party, hereby confirms, acknowledges and agrees that:

(a) such Loan Party Guarantee to which it is a party (as amended, to the extent applicable, prior to the date hereof) remains in full force and effect and continues to guarantee payment of all of the obligations, liabilities and indebtedness, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time owing by any other Loan Party to the Agent, the Lenders and the Swap Lenders pursuant to, or arising under, the Amended Credit Agreement, the other Loan Documents and any Swap Agreement; and

(b) each Security Document to which it is a party remains in full force and effect and continues to secure all of its present and future obligations and liabilities under, inter alia, the Amended Credit Agreement and the Loan Party Guarantee to which it is a party.

5.3 Ratification

This Amending Agreement is supplemental to the Credit Agreement and forms part of, and has the same effect as though incorporated in, the Credit Agreement. Except as amended herein, the Credit Agreement, as amended by this Amending Agreement, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

Second Amending Agreement

---

EXECUTION VERSION

5.4 Further Assurances

The Borrowers, the Agent and each of the Lenders shall do all such further acts and things and execute and deliver all such further documents as shall be reasonably required in order to fully perform and carry out the terms of this Amending Agreement.

5.5 Governing Law

The parties agree that this Amending Agreement is conclusively deemed to be made under, and for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.6 Time of Essence

Time shall be of the essence of this Amending Agreement.

5.7 Counterpart Execution

This Amending Agreement may be executed and delivered in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

[signature pages follow]

Second Amending Agreement

---

IN WITNESS WHEREOF the parties hereto have caused this Amending Agreement to be duly executed as of the date first above written.

Borrower and Guarantor:

Suite 401, 200 Wellington Street West

Toronto, Ontario M5V 3C7

Attention: Chief Financial Officer

Facsimile: (416) 340-6030

Borrower and Guarantor:

c/o Superior Plus LP

Suite 401, 200 Wellington Street West

Toronto, Ontario M5V 3C7

Attention: Chief Financial Officer

Facsimile: (416) 340-6030

Borrower and Guarantor:

c/o Superior Plus LP

Suite 401, 200 Wellington Street West

Toronto, Ontario M5V 3C7

Attention: Chief Financial Officer

Facsimile: (416) 340-6030

Borrower and Guarantor:

c/o Superior Plus LP

Suite 401, 200 Wellington Street West

Toronto, Ontario M5V 3C7

Attention: Chief Financial Officer

Facsimile: (416) 340-6030

SUPERIOR PLUS LP, by its General Partner, SUPERIOR GENERAL PARTNER INC.

Per: [Signed “Grier Colter”]

Name: Grier Colter

Title: Authorized Signatory

SUPERIOR GENERAL PARTNER INC.

Per: [Signed “Grier Colter”]

Name: Grier Colter

Title: Authorized Signatory

SUPERIOR PLUS US FINANCING INC.

Per: [Signed “Grier Colter”]

Name: Grier Colter

Title: Authorized Signatory

SUPERIOR PLUS CORP.

Per: [Signed “Grier Colter”]

Name: Grier Colter

Title: Authorized Signatory

Second Amending Agreement

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

SUPERIOR PLUS US HOLDINGS INC.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

SUPERIOR GAS LIQUIDS
PARTNERSHIP, by its managing partner,
SUPERIOR GENERAL PARTNER INC.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

SUPERIOR INTERNATIONAL INC.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

SUPERIOR PLUS ENERGY SERVICES
INC.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

CAL-GAS INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

KIVA UNITED ENERGY, INC.
(FORMERLY, UNITED LIQUID GAS COMPANY)

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SHELDON GAS COMPANY

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SHELDON OIL COMPANY

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

SHELDON UNITED TERMINAL, LLC,
by its member, KIVA UNITED ENERGY, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES SUB I, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES SUB III, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES NE REAL ESTATE, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

SPES MA REAL ESTATE, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES MA, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES SUB II, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SPES SUB IV, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

KAMPS PROPANE, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

SERVICES GROUP, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

HIGH COUNTRY PROPANE, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

COMPETITIVE CAPITAL, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

PICK UP PROPANE, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

PROPANE CONSTRUCTION AND METER SERVICES

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

LP TERMINAL, LLC

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

EVELYN JEANNE, INC.

Per: [Signed “Grier Colter”]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

Guarantor:

c/o Superior Plus LP
Suite 401, 200 Wellington Street West
Toronto, Ontario M5V 3C7
Attention: Chief Financial Officer
Facsimile: (416) 340-6030

CENTRAL COAST PROPANE, INC.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

CERTARUS LTD.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

CERTARUS (USA) LTD.

Per: [Signed "Grier Colter"]
Name: Grier Colter
Title: Authorized Signatory

---

Second Amending Agreement

Agent:

Infrastructure/Technology, Infrastructure and Innovation
595 Bay Street, CPS-7th Floor
Toronto, Ontario M5G 2C2

Attention: Global Agent Administration Services
Email: [REDACTED: PERSONAL INFORMATION]

CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

Per: [Signed “Martin Danaj”]
Name: Martin Danaj
Title: Executive Director

Per: [Signed “Stephen Redding”]
Name: Stephen Redding
Title: Managing Director

---

Lender:

CANADIAN IMPERIAL BANK OF COMMERCE

Per: [Signed “Martin Danaj”]
Name: Martin Danaj
Title: Executive Director

Attention:

Per: [Signed “Stephen Redding”]
Name: Stephen Redding
Title: Managing Director

Second Amending Agreement

---

Second Amending Agreement

Lender:

THE TORONTO-DOMINION BANK

66 Wellington St. W
9th Floor: TD Bank Tower
Toronto, Ontario M5K 1A2

Per: [Signed “David Manii”]
Name: David Manii
Title: Managing Director

Attention: [REDACTED: PERSONAL INFORMATION]
Facsimile: [REDACTED: PERSONAL INFORMATION]

Per: [Signed “Sean Ray”]
Name: Sean Ray
Title: Vice President

---

Second Amending Agreement

Lender:

Corporate Banking
130 King Street West
8th Floor, Toronto, Ontario
M5X 1J9

NATIONAL BANK OF CANADA

Per: [Signed "Michelle Fiebig"]
Name: Michelle Fiebig
Title: Managing Director

Attention: [REDACTED: PERSONAL INFORMATION]
Facsimile: [REDACTED: PERSONAL INFORMATION]

Per: [Signed "David Torrey"]
Name: David Torrey
Title: Managing Director & Head

---

Lender:

100 King Street West, 5th Floor
Toronto, Ontario M5X 1H3

BANK OF MONTREAL

Per: [Signed “Sean Gallaway”]
Name: Sean Gallaway
Title: Managing Director

Attention: [REDACTED: PERSONAL INFORMATION]
Email: [REDACTED: PERSONAL INFORMATION]

Per:
Name:
Title:

Second Amending Agreement

---

Second Amending Agreement

Lender:

Royal Bank Plaza
200 Bay St, 4th Floor South Tower
Toronto, Ontario M5J 2W7

Attention: [REDACTED: PERSONAL INFORMATION]
Email: [REDACTED: PERSONAL INFORMATION]

ROYAL BANK OF CANADA

Per: [Signed “Strati Georgopoulos”]
Name:
Title: Authorized Signatory

Per:
Name:
Title:

---

Second Amending Agreement

Lender:

Suite 410, 585-8th Avenue SW
Calgary, Alberta T2P 1G1

Attention: Relationship Manager
Facsimile: [REDACTED: PERSONAL INFORMATION]

ATB FINANCIAL

Per: [Signed "Tim Poole"]
Name: Tim Poole
Title: Managing Director

Per: [Signed "Jeffrey Blank"]
Name: Jeffrey Blank
Title: Director

---

Lender:

FEDERATION DES CAISSES
DESJARDINS DU QUEBEC

Per: [Signed “David Sellitto”]
Name: David Sellitto
Title: Managing Director, Corporate Banking

Per: [Signed “Gian Guerrero”]
Name: Gian Guerrero
Title: Director, Corporate Banking

Second Amending Agreement

---

Lender:

66 Wellington Street West
Suite 4500
Toronto, Ontario M5K 1E7

JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH

Per: [Signed “Pallavi Jha”]
Name: Pallavi Jha
Title: Vice President

Attention: [REDACTED: PERSONAL INFORMATION]
Facsimile: [REDACTED: PERSONAL INFORMATION]

Second Amending Agreement

---

Second Amending Agreement

Lender:

Bay Adelaide East
22 Adelaide Street West, Suite 2200
Toronto, Ontario M5H 4E3

WELLS FARGO BANK, N.A.,
CANADIAN BRANCH

Per: [Signed “Sean Buchan”]
Name: Sean Buchan
Title: Director, Senior Portfolio Manager

Attention: [REDACTED: PERSONAL INFORMATION]
Facsimile: [REDACTED: PERSONAL INFORMATION]

Per:
Name:
Title:

---

Second Amending Agreement

Lender:

Corporate Banking – Consumer, Industrial Retail
40 Temperance Street, 7th Floor
Toronto, Ontario M5H 0B4

THE BANK OF NOVA SCOTIA

Per: [Signed “Steve Holyman”]
Name: Steve Holyman
Title: Managing Director

Attention: Managing Director

Per: [Signed “Mitali Kakran”]
Name: Mitali Kakran
Title: Associate