NKA Niska Gas Storage Partners Llc Common Units Representing Limited Liability Company Interests

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 29, 2016

Niska Gas Storage Partners LLC
(Exact name of registrant as specified in its charter)

170 Radnor Chester Road, Suite 150
Radnor, PA 19087
(Address of principal executive office) (Zip Code)

(484) 367-7432
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                Entry into a Material Definitive Agreement.

On February 29, 2016, Niska Gas Storage Partners LLC (the “Company”) entered into Amendment No. 1 to Amended & Restated Credit Agreement (the “Revolving Amendment”) to the Amended & Restated Credit Agreement (the “Revolving Credit Agreement”), dated as of June 29, 2012, with Royal Bank of Canada as Administrative Agent and Collateral Agent, and the lenders party thereto.  Pursuant to the Revolving Amendment, the Revolving Credit Agreement permits the Company and its subsidiaries to grant security interests over their assets to the lenders under the Credit Agreement (the “Term Credit Agreement”), dated as of July 28, 2015, with Swan Finance LP as Administrative Agent and Collateral Agent, and the lenders party thereto.  In addition, among other things, the Revolving Amendment: (i) permits the acquisition of the Company by Swan Holdings LP (the “Acquisition”) without resulting in a change of control under the Revolving Credit Agreement; (ii) reduces the aggregate commitments under the Revolving Credit Agreement from $400 million to $320 million immediately; (iii) extends the maturity date from June 29, 2016 to the earlier to occur of: (x) September 30, 2016 (or, if the borrowers have provided written notice to the Administrative Agent on or prior to September 16, 2016 that the Acquisition has closed, December 31, 2016); and (y) the maturity date under the Term Credit Agreement; (iv) reduces the letter of credit sublimit to $75 million; (v) reduces each of the Canadian and US swing line sublimits to $10 million; and (vi) increases the applicable margin on the Company’s loans by 1% to the extent the borrowers’ total leverage ratio equals or exceeds 5.00:1.00.

The foregoing description of the Revolving Amendment is qualified in its entirety by reference to the full text of the amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Also, on February 29, 2016, the Company entered into Amendment No. 1 to the Term Credit Agreement (the “Term Amendment” and together with the Revolving Amendment, the “Amendments”). Pursuant to the Term Amendment, the Company’s obligations under the Term Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the obligations under its Revolving Credit Agreement.  In addition, the Term Amendment terminates the guarantee of the Company’s obligations under the Term Credit Agreement by its parent, Niska Sponsor Holdings Coöperatief U.A. (“Sponsor Holdings”), and the pledge by Sponsor Holdings over its equity interests in the Company and Niska Gas Storage Management LLC.

Both Amendments also incorporate a cross-default provision to any event of default under the Revolving Credit Agreement or the Term Credit Agreement, as applicable.

In connection with the Amendments, on February 29, 2016, the Company and its subsidiaries entered into the Intercreditor Agreement (the “Intercreditor Agreement”) with Royal Bank of Canada as Senior Priority Agent and Swan Finance LP as Junior Priority Agent.  The Intercreditor Agreement governs the relationship among the lenders under the Revolving Credit Agreement and the Term Credit Agreement with respect to the shared collateral.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO AMENDED & RESTATED CREDIT AGREEMENT

dated as of February 29, 2016

among

NISKA GAS STORAGE US, LLC,
as US Borrower,

AECO GAS STORAGE PARTNERSHIP,
as Canadian Borrower,

NISKA GAS STORAGE PARTNERS LLC,
as Holdings,

EACH OTHER LOAN PARTY PARTY HERETO,

ROYAL BANK OF CANADA,
as Administrative Agent,

and

THE LENDERS PARTY HERETO

RBC CAPITAL MARKETS*,

as Lead Arranger and Bookrunner

* RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

AMENDMENT NO. 1 TO AMENDED & RESTATED CREDIT AGREEMENT, dated as of February 29, 2016 (this “Amendment”), among NISKA GAS STORAGE US, LLC, a Delaware limited liability company (the “US Borrower”), AECO GAS STORAGE PARTNERSHIP, an Alberta general partnership (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), NISKA GAS STORAGE PARTNERS LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, ROYAL BANK OF CANADA (“Royal Bank”), as administrative agent (in such capacity, the “Administrative Agent”), Royal Bank, as US L/C Issuer and Canadian L/C Issuer, THE BANK OF NOVA SCOTIA, as US Swing Line Lender and Canadian Swing Line Lender, and each Lender party hereto.  Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below) referred to below.

WHEREAS, the Borrowers, Holdings, the Administrative Agent and the Lenders party thereto entered into that certain Amended & Restated Credit Agreement (as in effect on the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”) dated as of June 29, 2012;

WHEREAS, the Borrowers, Holdings and the Lenders party hereto have agreed to amend the Credit Agreement, but only on the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.                                          Credit Agreement Amendments.  Subject to the terms and conditions set forth in this Amendment, effective on the Amendment No. 1 Effective Date (as defined below):

Section 1.1.                                 Each of the undersigned Lenders irrevocably agrees to amend the Credit Agreement as provided in Section 2 hereof to provide for (a) the extension of the Revolver Maturity Date, (b) reductions of the Aggregate US Revolver Commitments and Aggregate Canadian Revolver Commitments, (c) reductions of the US L/C Obligations and the Canadian L/C Obligations, (d) reductions of the US Swing Line Sublimit and the Canadian Swing Line Sublimit, (e) modifications to the definition of Applicable Rate and (f) such other modifications as have been reasonably agreed by the Borrowers and the Administrative Agent and set forth in this Amendment.

Section 1.2.                                 Except as modified pursuant to Section 1.1 hereof, (a) Revolver Loans under the Facilities shall remain outstanding and shall be continued and (b) Revolver Commitments under the Facilities shall remain outstanding and shall be continued.

Section 2.                                          Amendments.

Section 2.1.                                 The Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example:  stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto, except that any Schedule or Exhibit to the Credit Agreement not amended pursuant to the terms of this Amendment or otherwise included as part of said Annex I shall remain in effect without any amendment or other modification thereto.

Section 2.2.                                 The Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby further amended by (i) replacing Annex A-1 (US Commitments & Percentages) thereto with Annex A-1 hereto and (ii) replacing Annex A-2 (Canadian Commitments & Percentages)

thereto with Annex A-2 hereto.

Section 3.                                          Representations and Warranties.  Each of Holdings and the Borrowers represents and warrants to the Administrative Agent and the Lenders as of the Amendment No. 1 Effective Date that:

Section 3.1.                                 The execution, delivery and performance of this Amendment by each Loan Party and the performance by each Loan Party of the Loan Documents, as amended by this Amendment, to which such Loan Party is party have been duly authorized by all necessary corporate or other organizational action.  Each Loan Party has duly executed and delivered this Amendment and each of this Amendment and the Loan Documents, as amended by this Amendment, to which such Loan Party is a party, constitutes the legal, valid and binding obligation of such Loan Party enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).  Each Loan Party (a) is in compliance with all applicable Laws and (b) is duly qualified and is licensed and, to the extent such concept is applicable in such jurisdiction, in good standing, under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except in each case referred to in clause (a) or (b) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 3.2.                                 The execution, delivery and performance by each Loan Party of this Amendment and the performance by each Loan Party of each Loan Document, as amended by this Amendment, to which such Loan Party is a party, will not (a) violate any Law, except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Party or any of its Subsidiaries (other than Liens permitted by the Credit Agreement) or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, except to the extent that any such violations could not reasonably be expected to have a Material Adverse Effect or (c) contravene the terms of any of such Loan Party’s Organization Documents.

Section 4.                                          Conditions to Effectiveness of Amendment.  This Amendment, including the amendments set forth in Section 2, shall become effective and the provisions set forth in Sections 1 and 2 shall become operative on the date (the “Amendment No. 1 Effective Date”) on which each of the following conditions are satisfied or waived by each applicable party:

(A)                               the Administrative Agent shall have received (i) executed signature pages to this Amendment from the US L/C Issuer, the Canadian L/C Issuer, the US Swing Line Lender, the Canadian Swing Line Lender, each Lender, Holdings, the Borrowers and each other Loan Party and (ii) executed signature pages to the Intercreditor Agreement from the Last-Out Agent, Holdings, the Borrowers and each other Loan Party;

(B)                               the representations and warranties set forth in the Amended Credit Agreement and in the other Loan Documents, as amended by this Amendment, are true and correct in all material respects (without duplication of any materiality qualifier contained in such representations and warranties) on and as of Amendment No. 1 Effective Date (both before and after giving effect to the Amendment) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties

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expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained in such representations and warranties) as of such earlier date;

(C)                               at the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing;

(D)                               the Administrative Agent shall have received (A) a certified copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement and the other Loan Documents, in each case as modified by this Amendment, certified as of the Amendment No. 1 Effective Date by a Responsible Officer of each Loan Party as being in full force and effect without modification or amendment and (B) good standing certificates for each Loan Party for each jurisdiction in which such Loan Party is organized;

(E)                                the Administrative Agent shall have received from Latham & Watkins LLP, special counsel to the US Borrower, and Bennett Jones LLP, special counsel to the Canadian Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;

(F)                                 the Administrative Agent shall have received a certificate of a Responsible Officer of Holdings (it being understood that, with respect to the person executing such certificate as a Responsible Officer of Holdings, such certificate is provided in such person’s capacity as an officer of Holdings, and not in such person’s individual capacity), in substantially the form of Exhibit I to the Credit Agreement, attesting to the Solvency of the Loan Parties and their Subsidiaries, on a consolidated basis, as of the Amendment No. 1 Effective Date;

(G)                               the Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings (it being understood that, with respect to such person executing such certificate as a Responsible Officer, such certificate is provided in such person’s capacity as an officer of the general partner of Holdings and not in such person’s individual capacity) confirming satisfaction of the conditions set forth in clause (B) and (C) above;

(H)                              payment by the Borrowers to the Administrative Agent, for the account of the Lenders party hereto, an amendment fee (the “Amendment Fee”) in an amount equal to 0.50% of the aggregate amount of each Lender’s Revolver Commitment under the Credit Agreement as in effect on the Amendment No. 1 Effective Date (it being understood that the Borrowers shall have no liability to pay the Amendment Fee if the Amendment No. 1 Effective Date does not occur); and

(I)                                   payment by the Borrowers of the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Paul Hastings LLP, as counsel to the Administrative Agent, and Blake, Cassels & Graydon LLP, as Canadian counsel to the Administrative Agent), in each case, to the extent required by Section 10.04 of the Credit Agreement.

Section 5.                                          Post-Effectiveness Covenant. Within five (5) Business Days after the Amendment No. 1 Effective Date, the Borrowers shall deliver to the Administrative Agent (a) a completed US Borrowing Base Report, in compliance with the requirements set forth in Section 6.01(f)(i) of the Credit Agreement, setting forth the US Borrowing Base as of the close of March 1, 2016 and (b) a

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completed Canadian Borrowing Base Report, in compliance with the requirements set forth in Section 6.01(f)(ii) of the Credit Agreement, setting forth the Canadian Borrowing Base as of the close of March 1, 2016.

Section 6.                                          Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission (i.e. a “PDF” or “TIF”) shall be effective as delivery of a manually executed counterpart hereof.

Section 7.                                          Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 8.                                          Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9.                                          Notices.  All communications and notices hereunder shall be given as provided in the Credit Agreement or, as the case may be, the Guaranties.

Section 10.                                   Severability. The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation, or jurisdiction or as applied to any person.

Section 11.                                   Successors. The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

Section 12.                                   No Present Claims; Release.  Each Loan Party hereby acknowledges and agrees that, as of the date hereof:  (a) no Loan Party nor any of its Affiliates has any claim or cause of action against any Agent or Lender (or any of their directors, officers, employees, attorneys or agents); (b) no Loan Party has offset rights, counterclaims, rights of recoupment or defenses of any kind against any of its obligations, indebtedness or liabilities to any Agent or Lender; and (c) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties.  Each Loan Party, on its own behalf and on behalf of each of its successors and assigns, hereby waives, releases and forever discharges the Agents and the Lenders and all of their directors, officers, employees, attorneys and agents (collectively, the “Released Persons”), from any and all claims, demands, obligations, liabilities, damages, losses, actions or causes of action, costs or expenses of any kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected on or before the date hereof and arising out of or in any way relating to the Credit Agreement, the Loan Documents and any other documents, instruments, agreements (including this Amendment), dealings or other matters connected with the Credit Agreement, including, without limitation, acts or omissions of any Released Person, all known and unknown matters, claims, transactions or things occurring on or prior to the Amendment No. 1 Effective Date related to the Credit Agreement.  The waivers, releases, and discharges contained in this paragraph shall be effective regardless of any other event that may occur or not occur prior to, or on or after the date hereof.  As to each and every claim released hereunder, each Loan Party hereby represents that it has received the

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advice of legal counsel with regard to the releases contained herein and waives the benefit of each provision of applicable federal or state law (including, without limitation, the Laws of the State of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.  Each Loan Party understands the facts which it believes to be true at the time of making the release provided for herein may later turn out to be different than it now believes, and that information which is not now known or suspected may later be discovered.  Each Loan Party accepts this possibility, and each Loan Party further agrees that the release provided for herein shall in all respects continue to be effective and not subject to termination or rescission because of any difference in such facts or any new information.

Section 13.                                   Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the other Secured Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document, and each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and reaffirmed in all respects and shall continue in full force and effect.  Each Loan Party ratifies and reaffirms its obligations under the Loan Documents to which it is party, the Liens granted by it pursuant to the Security Documents, which continue to secure the Obligations, and if such Loan Party is a Guarantor, its guaranty of the Obligations pursuant to the Guaranties.  From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document shall, unless expressly provided otherwise, refer to the Amended Credit Agreement.  In entering into this Amendment, each Lender has undertaken its own analysis and has not relied on any other Lender in making its decision to enter into this Amendment.  This Amendment constitutes a Loan Document.  The Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

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

[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

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[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

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[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

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[Amendment No.1 to Amended & Restated Credit Agreement]

[Amendment No.1 to Amended & Restated Credit Agreement]

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[Amendment No.1 to Amended & Restated Credit Agreement]

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[Amendment No.1 to Amended & Restated Credit Agreement]

Amendment No.1 to Amended & Restated Credit Agreement

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[Amendment No.1 to Amended & Restated Credit Agreement]

ANNEX I

Amended Credit Agreement

[See Attached]

MARKED VERSION REFLECTING CHANGES

PURSUANT TO AMENDMENT NO. 1

DATED AS OF FEBRUARY 29, 2016

ADDED TEXT SHOWN DOUBLE-UNDERLINED

DELETED TEXT SHOWN STRIKETHROUGH

AMENDED & RESTATED CREDIT AGREEMENT

Dated as of June 29, 2012 and amended as of February 29, 2016
among

NISKA GAS STORAGE US, LLC,
as US Borrower,

AECO GAS STORAGE PARTNERSHIP,
as Canadian Borrower,

NISKA GAS STORAGE PARTNERS LLC,
as Holdings,

ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent

and

The Other Lenders Party Hereto

and

RBC CAPITAL MARKETS, MORGAN STANLEY SENIOR FUNDING, INC., GOLDMAN SACHS LENDING PARTNERS, LLC, BARCLAYS BANK PLC, NATIXIS BANK, and BANK OF MONTREAL,

as Co-Arrangers and Joint Book Managers

TABLE OF CONTENTS

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ii

iii

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2012 among NISKA GAS STORAGE US, LLC, a Delaware limited liability company (the “US Borrower”), AECO GAS STORAGE PARTNERSHIP, an Alberta general partnership (the “Canadian Borrower” and, together with the US Borrower the “Borrowers”), NISKA GAS STORAGE PARTNERS LLC, Delaware limited liability company (“Holdings”), ROYAL BANK OF CANADA, as the Administrative Agent and Collateral Agent, US L/C Issuer and Canadian L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), GOLDMAN SACHS LENDING PARTNERS, LLC, BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., and NATIXIS BANK, as co-documentation agents (the “Co-Documentation Agents”).

RECITALS

WHEREAS, Holdings, the Borrowers, the other Loan Parties signatory thereto, the financial institutions signatory thereto as lenders and Royal Bank of Canada, as administrative agent and collateral agent for the Existing Lenders, are a party to that certain Credit Agreement dated as of March 5, 2010 (as amended, restated, supplemented or otherwise modified from time to time prior to the Restatement Effective Date, the “Existing Credit Agreement”);

WHEREAS Niska GS Holdings I, L.P. and Niska Gas Storage Canada ULC (as successor to Niska GS Holdings II, L.P.) were parties to the Existing Credit Agreement and have been replaced by Holdings as a party to this Agreement and are no longer required to be parties to this Agreement;

WHEREAS, each of the parties hereto wishes to and agrees to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein;

WHEREAS, in connection with such amendment and restatement, the Borrowers have requested that the Lenders provide a revolving credit facility to the US Borrower and a revolving credit facility to the Canadian Borrower, and each Lender is willing to provide the portion of each facility specified for such Lender herein on the terms and conditions set forth herein;

WHEREAS, each Borrower and each other Loan Party desires to continue to guaranty and secure all of the Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, a security interest in and lien upon substantially all of its existing and after-acquired personal and owned real property, in each case, subject to the limitations set forth herein;

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all such obligations and liabilities, and that this Agreement amend and restated the Existing Credit Agreement in its entirety.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties hereto agree that, effective on the Restatement Effective Date, the Existing Credit Agreement shall be and hereby is amended and restated in its entirety to read as follows:

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ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01                        Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Issuer” means (a) any national or state bank or trust company or credit union or financial service cooperative which is organized under the laws of the United States or any state thereof or under the laws of Canada or any province or territory thereof or (b) any branch licensed to operate under the laws of the United States or any state thereof or under the laws of Canada or any province or territory thereof, which is a branch of a bank organized under any country which is a member of the Organization for Economic Cooperation and Development, in each case which has capital, surplus and undivided profits of at least $500,000,000 (or the equivalent thereof in one or more other currencies) and whose commercial paper is rated at least P-1 by Moody’s or A-1 by S&P.

“Account” has the meaning given such term in the PPSA or the UCC, as applicable.

“Account Debtor” means any Person who is or who may become obligated under, with respect to, or on account of, an Account.  For purposes of the determination of Eligible Receivables, Account Debtors that are Affiliates of each other shall be treated as a single Account Debtor unless otherwise consented to by the Administrative Agent in its Permitted Discretion.

“Additional Lender” has the meaning specified in Section 2.15.

“Administrative Agent” means Royal Bank of Canada, in its capacity as administrative agent under any of the Loan Documents, or any permitted successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means the Administrative Agent and the Collateral Agent.

“Aggregate Borrowing Base” means, at any time, the sum of the US Borrowing Base and the Canadian Borrowing Base.

“Aggregate Canadian Revolver Commitments” means, at any time, the sum of the Canadian Revolver Commitments of all Canadian Revolver Lenders at such time, as the same may be increased or reduced from time to time in accordance with Sections 2.22 or 2.23 or reduced from time to time in accordance with Section 2.06; provided that the Aggregate Canadian Revolver Commitments shall not at any time exceed $300,000,000 plus any New Canadian Revolver Commitments.  TheAs of the Amendment No. 1 Effective Date, the Aggregate Canadian Revolver Commitments shall be $200,000,000 on the Restatement Effective Date.160,000,000.

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“Aggregate Revolver Commitments” means, at any time, the sum of (a) the Aggregate US Revolver Commitments at such time plus (b) the Aggregate Canadian Revolver Commitments at such time.

“Aggregate US Revolver Commitments” means, at any time, the sum of the US Revolver Commitments of all US Revolver Lenders at such time, as the same may be increased or reduced from time to time in accordance with Sections 2.22 or 2.23 or reduced from time to time in accordance with Section 2.06; provided that the Aggregate US Revolver Commitments shall not at any time exceed $300,000,000 plus any New US Revolver Commitments.  TheAs of the Amendment No. 1 Effective Date, the Aggregate US Revolver Commitments shall be $200,000,000 on the Restatement Effective Date.160,000,000.

“Agreement” means this Amended and Restated Credit Agreement, as may be further amended, supplemented, restated, increased, extended or otherwise modified from time to time.

“Amendment No. 1” means that certain Amendment No. 1 to Amended & Restated Credit Agreement dated as of February 29, 2016 among the US Borrower, the Canadian Borrower, Holdings, the Administrative Agent, the US L/C Issuer, the Canadian L/C Issuer, the US Swing Line Lender, the Canadian Swing Line Lender and the Lenders party thereto.

“Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1.

“Applicable Canadian Pension Legislation” means, at any time, any applicable Canadian federal or provincial pension benefits standards legislation, including all regulations made thereunder and all legally enforceable rules, regulations, rulings and interpretations made or issued by any Governmental Authority in Canada having or asserting jurisdiction in respect thereof, each as amended or replaced from time to time.

“Applicable Commitment Fee Rate” means, based upon the Consolidated Leverage Ratio of Holdings as of the most recent date of determination:

For purposes of the foregoing, (i) the Consolidated Leverage Ratio shall be determined as of the end of each Fiscal Quarter and set forth in the Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.02(b) and (ii) any increase or decrease in the Applicable Commitment Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that (A) if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as such Compliance Certificate is delivered, whereupon the Applicable Commitment Fee Rate shall be determined as if such Compliance Certificate had been timely delivered, and is to be effective as of the first Business Day immediately following the date such Compliance Certificate was delivered and (B) from the Restatement Effective Date through the first full fiscal quarter following the Restatement Effective Date, the Applicable Commitment Fee Rate shall be determined by reference to Pricing Level 1.  For the avoidance

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of doubt, the Applicable Commitment Fee Rate for any period of time prior to the Restatement Effective Date shall be determined in accordance with the Existing Credit Agreement.

“Applicable L/C Issuer” means (a) with respect to a US Letter of Credit, the US L/C Issuer and (b) with respect to a Canadian Letter of Credit, the Canadian L/C Issuer.

“Applicable Percentage” means, with respect to any Lender at any time, such Lender’s US Revolver Percentage or Canadian Revolver Percentage, as applicable, at such time.

“Applicable Rate” means, for any day, with respect to Eurodollar Rate Loans, US Letter of Credit Fees, Base Rate Loans, Canadian Prime Rate Loans, Canadian US Dollar Base Rate Loans, Swing Line Loans, Bankers’ Acceptances or Canadian Letter of Credit Fees, the applicable rate per annum set forth in the table below under the caption “Eurodollar Rate Loans / US Letter of Credit Fees”, “Base Rate Loans / Canadian Prime Rate Loans / Canadian US Dollar Base Rate Loans / Swing Line Loans”, or “Bankers’ Acceptances Stamping Fee / Canadian Letter of Credit Fees”, as the case may be, based upon the Consolidated Leverage Ratio of Holdings as of the most recent date of determination: