Definitions. Section 1.1 of the Credit Agreement is hereby amended, together with all consequential amendments required in order to retain the sequential paragraph numbering contained therein, with effect as of and from the date hereof as follows:

“Applicable Margin” means (i) with respect to any Advance by way of Prime Rate Loan or Base Rate Loan, 125 basis points and (ii) with respect to any Advance by way of Libor Loan or Banker’s Acceptance, 275 basis points.”

“Commitment” means, at any time, $40,000,000 or the U.S. Dollar Equivalent thereof, subject to all reductions effected from time to time pursuant to sections 2.4, 3.4 or 3.9.”

“Early Maturity Date” means March 31, 2014.”

“Maturity Date” means the first to occur of (i) June 30, 2015 or such earlier date as the entire balance of the Loans becomes due hereunder pursuant to sections 2.4, 3.4 or 3.9 or following an Event of Default, (ii) the Early Maturity Date, if: (A) a Parent Notes Event has not occurred prior to the Early Maturity Date and (B) the Parent Liquidity Amount on the Early Maturity Date is not equal to or greater than U.S. $500,000,000 and (iii) the date, at any time after the Early Maturity Date, on which the Parent Liquidity Amount is not equal to or greater than U.S. $500,000,000.”

“Parent Excess Availability” means, at any time, an amount equal to (a) the lesser of (i) the aggregate Revolving Commitments (as defined in the Senior Credit Agreement) of all Revolving Lenders (as defined in the Senior Credit Agreement) under the Senior Credit Agreement and (ii) the Borrowing Base (as defined in the Senior Credit Agreement), in each case at such time, minus (b) the aggregate Revolving Exposure (as defined in the Senior Credit Agreement) of all Revolving Lenders under the Senior Credit Agreement at such time.”

“Parent Liquidity Amount” means, as of any time, the sum of (a) the Parent Excess Availability at such time plus (b) the aggregate amount of unrestricted and unencumbered cash and Parent Permitted Liquid Investments (and restricted cash and Parent Permitted Liquid Investments solely to the extent that such cash and Parent Permitted Liquid Investments is dedicated to the redemption, repayment, defeasance or other discharge of the Parent Senior Notes) of the Parent and its direct and indirect subsidiaries at such time.”

“Parent Notes Documents” means the Indenture dated as of November 1, 2006, by and between the Parent and U.S. Bank National Association as successor Trustee (including Supplemental Indenture No. 2, dated as of August 4, 2009, to such Indenture), all side letters, instruments, agreements and other documents evidencing or governing the Parent Senior Notes, providing for any guarantee or other right in respect thereof, affecting the terms of the foregoing or entered into in connection therewith and all schedules, exhibits and annexes to each of the foregoing.”

“Parent Notes Event” means any of the following: (a) the redemption, repayment, defeasance or other discharge, in full, of the Parent Senior Notes (including all accrued but unpaid interest, fees and other amounts in respect thereof) in accordance with the terms of the Parent Notes Documents (other than with the proceeds of Indebtedness (as defined in the Senior Credit Agreement)); (b) the amendment to or other modification of the Parent Senior Notes and the Parent Notes Documents causing the maturity date of the Parent Senior Notes (currently August 1, 2014) to be extended to a date that is at least 91 days after December 21, 2015; and (c) the refinancing of all the Parent Senior Notes with Indebtedness (as defined in the Senior Credit Agreement) permitted under Section 6.01 of the Senior Credit Agreement, having a maturity date that is at least 91 days after December 21, 2015.”

“Parent Permitted Liquid Investments” means:

“Parent Senior Notes” means the Parent’s 9.75% Senior Notes due August 1, 2014, issued pursuant to the Parent Notes Documents.”

“Senior Credit Agreement” means the third amended and restated credit agreement dated as of December 21, 2010 among the Parent, as borrower, the lenders party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A. and Wells Fargo Bank, N.A., as co-syndication agents and, for greater certainty, does not include any amendments, modifications, supplements, replacements or restatements thereto.”

Commitment Fee. Section 6.3 of the Credit Agreement is hereby amended in its entirety to read as follows:

Commitment Fee

Extension Fee. Section 6.7 is hereby added at the end of Article 6 of the Credit Agreement to read as follows:

Extension Fee

No Action. Section 8.2.12 of the Credit Agreement is hereby amended in its entirety to read as follows:

Conditions to Effectiveness. Subject to Section 6 of this Amendment, the amendments to the Credit Agreement contemplated by this Amendment are conditional upon the following, each to the satisfaction of the Lender:

the execution and delivery by the Borrower of this Amendment to the Lender;

the payment by the Borrower of the Extension Fee to the Lender;

the representations and warranties contained in Section 7.1 of the Credit Agreement are true and correct, all as though made on this date (except those made as of the specific date);

no Default or Event of Default shall have occurred or be continuing;

the Borrower shall have delivered to the Lender (i) evidence of the corporate authority to execute, deliver and perform its obligations under this Amendment and, as applicable, all other agreements and documents executed in connection herewith, (ii) a confirmation and acknowledgment of security and (iii) such other documents and instruments as the Administrative Agent may reasonably require in connection with this Amendment, including, without limitation, an opinion of counsel to the Borrower, all of the foregoing of which shall be in form and substance satisfactory to the Lender; and

receipt by the Lender of a Compliance Certificate together with draft, annual, consolidated, management prepared, financial statements of the Borrower, prepared in accordance with GAAP, in respect of the 2011 Fiscal Year.

Full Force and Effect. The Lender may waive compliance with any of the conditions set forth in Section 5 of this Amendment to permit the amendments to the Credit Agreement contemplated by this Amendment to take effect. Delivery of a notice (“Effective Notice”) from the Lender to the Borrower stating that the amendments to the Credit Agreement contemplated by this Amendment have taken effect shall be conclusive of satisfaction or waiver of the conditions set forth in Section 5 of this Amendment. Other than as modified in accordance with this Amendment, the remaining terms of the Credit Agreement remain in full force and effect.

Reference to and Effect on Credit Agreement. Subject to Sections 5 and 6, effective as of the date hereof, each reference in the Credit Agreement to “this Agreement” and each reference to the Credit Agreement in the Credit Documents and any and all other agreements, documents and instruments delivered by the Lender or the Borrower or any other Person shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

Transitional Powers. The rates of interest and of commitment fee payable under the Credit Agreement without regard to this Amendment shall be payable up to but excluding the date hereof.

Counterparts. For the convenience of the parties hereto, this Amendment may be executed in any number of counterparts (including by facsimile or other electronic format), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

Governing Law. This Amendment shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.