Exhibit 10.1

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

among

SEMCAMS MIDSTREAM ULC

as Borrower

and

THE PERSONS PARTY HERETO

FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS

and

THE TORONTO-DOMINION BANK

as Agent

MADE AS OF

June 13, 2019

TD SECURITIES, CANADIAN IMPERIAL BANK OF COMMERCE, BMO CAPITAL MARKETS,

WELLS FARGO SECURITIES, LLC AND KKR CAPITAL MARKETS LLC

as Co-Lead Arrangers

and

TD SECURITIES, CANADIAN IMPERIAL BANK OF COMMERCE, BMO CAPITAL MARKETS AND

KKR CAPITAL MARKETS LLC

as Joint Bookrunners

and

CANADIAN IMPERIAL BANK OF COMMERCE

as Syndication Agent

and

BMO CAPITAL MARKETS

as Documentation Agent

Contents

Contents

Contents

Contents

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is made as of June 13, 2019,

AMONG:

SEMCAMS MIDSTREAM ULC , an unlimited liability corporation subsisting under the laws of Alberta, as Borrower

– and –

THE PERSONS PARTY HERETO FROM TIME TO TIME , in their capacities as Lenders

– and –

THE TORONTO-DOMINION BANK , a Canadian chartered bank, as Agent

WHEREAS the Borrower, the Lenders and the Agent among others are parties to the Existing Credit Agreement;

WHEREAS the Borrower has requested and the Lenders have agreed to amend and restate the Existing Credit Agreement on the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

Article 1

INTERPRETATION

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ Acceleration ” has the meaning attributed thereto in Section 12.6.

“ Acceleration Date ” means the first date on which all of the Lender Secured Obligations have become due and payable which shall be deemed to be the earlier of the date specified for payment in an Acceleration Notice (if an Acceleration Notice is delivered) or the date of a Termination Event (if a Termination Event occurs).

“ Acceleration Notice ” means a written notice delivered by the Agent to the Borrower pursuant to Section 12.2(a) declaring all Outstandings hereunder to be due and payable.

“ Acquisition ” means any purchase or other acquisition made by any Obligor of Equity Securities of another Person (but excluding Equity Securities of an Obligor) or assets of another Person (but excluding assets of an Obligor) which constitutes a purchase or other acquisition of all or substantially all of the assets or business of such Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Securities in a Person.

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“ Adjusted EBITDA ” means, for any fiscal period, Consolidated EBITDA, provided that for the purposes of this definition: (i) if any Material Acquisition is made by any Obligor (whether by amalgamation, asset or share acquisition or otherwise) at any time during the relevant period of calculation, such Material Acquisition shall be deemed to have been made on and as of the first day of such calculation period; (ii) if any Material Disposition is made by any Obligor (whether by asset or share disposition or otherwise) at any time during the relevant period of calculation, or the assets cease to be owned by the Obligors, such Material Disposition shall be deemed to have been made on and as of the first day of such calculation period; and (iii) to the extent the Borrower proposes to include any Material Growth Project EBITDA Adjustments for any fiscal period of four consecutive Fiscal Quarters, the Borrower shall be entitled to include such adjustments in Consolidated EBITDA for such fiscal period; provided that no such Material Growth Project EBITDA Adjustment shall be allowed with respect to a Material Growth Project unless:

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

“ Advance ” means the extension (or deemed extension) of credit under a Credit Facility by the Lenders to the Borrower by way of the making of a Prime Loan, a USBR Loan, a LIBO Rate Loan, a BA Equivalent Advance or the acceptance of Bankers’ Acceptances or the issuance of a Letter of Credit, and shall include each Drawdown, Rollover or Conversion thereof.

“ Affiliate ” means, with respect to a specified 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; provided that, at all times when any Sponsor directly or indirectly owns Equity Securities of the Borrower, such Sponsor (excluding, for the avoidance of doubt, any portfolio companies of such Sponsor) shall be deemed to be an Affiliate of the Borrower.

“ Agent ” means TD in its capacity as administrative agent and collateral agent for the Lenders hereunder, as the context may require, or any successor agent appointed pursuant to Section 15.7.

“ Agent’s Accounts ” means the accounts maintained by the Agent at the Agent’s Branch, to which payments and transfers under this Agreement are to be effected, as the Agent may from time to time advise the Borrower and the Lenders in writing.

“ Agent’s Branch ” means the branch of the Agent at The Toronto-Dominion Bank, 222 Bay Street, 15th Floor, Toronto, Ontario M5K 1A2 (Telecopy No. (416) 982-5535), or such other office or branch in Canada as the Agent may from time to time designate by notice to the Borrower and the Lenders.

“ Agreement ” means this “credit agreement”, as amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

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“ Amendment Effective Date ” means June 13, 2019.

“ AML Legislation ” has the meaning attributed thereto in Section 16.14.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any Sanctions Authority that apply to the Borrower and its Subsidiaries from time to time concerning or relating to bribery of government officials or public corruption.

“ Anti-Money Laundering Laws ” means anti-money laundering-related laws, regulations, and codes of practice applicable to the Borrower and its Subsidiaries and their respective operations from time to time, including without limitation (i) the EU Anti-Money Laundering Directives and any laws, decrees, administrative orders, circulars, or instructions implementing or interpreting the same, (ii) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, and (iii) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“ Applicable Law ” or “ Applicable Laws ” means:

binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the Property of such Person, in each case whether or not having the force of law.

“ Applicable Lenders ” means, in respect of:

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“ Applicable Margin ”, as regards any Loan or the standby fees payable under Section 4.6, the applicable rate per annum set forth opposite the applicable Total Debt to Adjusted EBITDA Ratio in the pricing grid set forth below:

provided that:

“ Applicable Maturity Date ” means: (a) in respect of the Term Loan Facility, the Term Loan Facility Maturity Date, (b) in respect of the Revolving Facility, the Revolving Facility Maturity Date, (c) in respect of the KAPS Facility, the KAPS Facility Maturity Date, and (d) in respect of the Operating Facility, the Operating Facility Maturity Date.

“ Applicable Percentage ” means, with respect to each Lender from time to time:

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“ Approved Fund ” means any Fund that is administered or managed by:

“ Asset Sale ” means:

in each case, other than:

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“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee and accepted by the Agent, in substantially the form of Schedule B or any other form approved by the Agent.

“ Authorized Officer ” means, with respect to any Person, any individual holding the position of chairman of the board (if an officer), the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Controller, the Vice President of Finance, the Vice-President, Commercial Development and Operations, a Senior Vice President, the Secretary, the Assistant Secretary or any other senior officer or agent with express authority to act on behalf of such Person designated as such by the board of directors or other managing authority of such Person. To the extent not otherwise specified, any reference in any Loan Document to an Authorized Officer shall refer to an Authorized Officer of the Borrower.

“ BA Discount Proceeds ” means, in respect of any Bankers’ Acceptance, the amount obtained by multiplying:

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“ BA Discount Rate ” means:

provided that if both such rates are equal, then the “BA Discount Rate” applicable thereto shall be the rate specified in (i) above; and

“ BA Equivalent Advance ” means, in relation to a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances, an Advance in Cdn. Dollars made by a Non-Acceptance Lender under a Credit Facility as part of such Loan.

“ Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankers’ Acceptance ” means a non-interest bearing draft drawn by the Borrower in Cdn. Dollars, accepted by an Applicable Lender under a Credit Facility and issued for value pursuant to this Agreement and includes a depository bill under the DBNA and a bill of exchange under the Bills of Exchange Act (Canada).

“ Banking Day ” means a day, other than a Saturday, Sunday or statutory holiday, on which commercial banks are open for business in Calgary (Alberta), Toronto (Ontario), Montreal (Quebec) and, for transactions involving US Dollars, New York (New York); provided that in respect of the determination of the LIBO Rate, such day must also be a day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits in the London interbank market) in London, England.

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“ Base Amortization Payments ” means the scheduled quarterly payments under the Term Loan Facility which are set forth in the Term Loan Amortization Schedule.

“ Basel III ” means, collectively, the agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, modified, supplemented, reissued or replaced from time to time, and “Basel III: The liquidity coverage ratio and liquidity risk monitoring tools” published by the Basel Committee on Banking Supervision in January 2013, as amended, modified, supplemented, reissued or replaced from time to time.

“ Bilateral LC ” means a letter of credit issued pursuant to a Bilateral LC Facility Agreement.

“ Bilateral LC Facility Agreement ” means any committed or uncommitted credit facility agreement entered into between a Lender and an Obligor providing for the issuance of letters of credit for the account of such Obligor.

“ Bilateral LC Facility Obligations ” means all indebtedness, obligations and liabilities of any Obligor under any Bilateral LC Facility Agreement entered into at any time on or after the Closing Date (regardless of whether such Lender ceases to be a Lender after such Bilateral LC Facility Agreement is entered into), but excluding, for certainty, any Bilateral LC Facility Agreement entered into by any Obligor with any Lender after such Lender’s Commitment has been fully cancelled in accordance with the terms hereof or after such Lender has assigned all of its rights and obligations under this Agreement in accordance with Section 16.2.

“ Bilateral LC Facility Lender ” means any Lender that enters into a Bilateral LC Facility Agreement (regardless of whether such Lender ceases to be a Lender after such Bilateral LC Facility Agreement is entered into), but excluding, for certainty, any Bilateral LC Facility Agreement entered into by an Obligor with any Lender after such Lender’s Commitment has been fully cancelled in accordance with the terms hereof or after such Lender has assigned all of its rights and obligations under this Agreement in accordance with Section 16.2.

“ Blocked Person ” means any Person (including, for certainty, any Governmental Authority) that (a) (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“ OFAC ”), (ii) resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (iii) is more than 50% owned by a Person described in clauses (i) or (ii) above or (b) (i) is a Person whose Property is blocked or subject to blocking pursuant to any Sanctions Laws, (ii) engages in any dealings or transactions prohibited by any Sanctions Laws, or is otherwise associated with any such Person in any manner that violates a Sanctions Law, or (iii) is a Person identified on any listing of Persons subject to Sanctions Laws or subject to the limitations or prohibitions under any Sanctions Law.

“ bps ” or “ basis points ” means one one-hundredth of one percent (0.01%).

“ Borrower ” means SemCAMS Midstream ULC, an unlimited liability corporation subsisting under the laws of Alberta.

“ Borrower Materials ” has the meaning attributed thereto in Section 16.6(c).

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“ Borrower’s Accounts ” means the accounts of the Borrower maintained at the Agent’s Branch or such other branch or office in Canada as the Borrower may from time to time designate with the concurrence of the Agent.

“ Borrower’s Counsel ” means Osler, Hoskin & Harcourt LLP, Gibson, Dunn & Crutcher LLP and any other barrister or solicitor or firm of barristers and solicitors or other lawyers in an appropriate jurisdiction retained by the Borrower or employed by the Borrower and acceptable to the Agent, acting reasonably.

“ Canadian Dollars ”, “ Cdn. Dollars ” and “ Cdn.$ ” mean lawful money of Canada for the payment of public and private debts.

“ Capital Adequacy Requirements ” means the Guideline dated January 2017, entitled “Capital Adequacy Requirements (CAR)” issued by OSFI and all other guidelines or requirements relating to capital adequacy issued by OSFI or any other Governmental Authority regulating or having jurisdiction with respect to any Lender, as amended, modified, supplemented, reissued or replaced from time to time.

“ Cash Collateral Account ” means a blocked deposit account at the Agent (or another commercial bank reasonably acceptable to the Agent) in the name of the Agent and under the sole dominion and control of the Agent, and otherwise established in a manner reasonably satisfactory to the Agent and governed in accordance with the terms of this Agreement.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Agent for deposit into a Cash Collateral Account, for the benefit of the Agent, the Issuing Bank(s) or the Applicable Lenders, as applicable, as collateral for LC Obligations or Outstandings in respect of Bankers’ Acceptances, as applicable, cash or deposit account balances or, if the Person(s) benefitting from such collateral shall agree in its or their sole discretion, other credit support, in each case subject to Section 7.4(b) or 7.4(c) if applicable and pursuant to documentation in form and substance satisfactory to such Person(s) and “ Cash Collateralized ” has a similar meaning. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means:

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provided , however , that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

“ Cash Management Documents ” means, collectively, all agreements, instruments and other documents which evidence, establish, govern or relate to any or all of the Cash Management Obligations.

“ Cash Management Obligations ” means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of any of the Obligors to the Cash Manager under, pursuant or relating to the Cash Management Services and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by any of the Obligors under the Cash Management Documents.

“ Cash Management Services ” means (a) treasury, depository, overdraft, purchase, credit or debit card services, including non-card e-payables services, (b) electronic funds transfer, controlled disbursement and automated clearing house fund transfer services, (c) the operation of centralized operating accounts, (d) account pooling arrangements (whether notional or physical), (e) credit in connection with spot foreign currency exchange settlement and (f) any other cash management services entered into by any of the Obligors in the normal course of business.

“ Cash Manager ” means TD or its Affiliate, or any other Lender or its Affiliate, which is from time to time providing any Cash Management Services to any of the Obligors.

“ Casualty Event ” means, with respect to any Property of any Obligor, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such Property for which any Obligor receives insurance proceeds (other than the proceeds of business interruption insurance) or proceeds of a condemnation award in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CDOR Rate ” means, on any day when Bankers’ Acceptances are to be issued pursuant hereto, the average annual yield rate applicable to Canadian Dollar bankers’ acceptances having identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the Borrower displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Limited (or any successor thereto or Affiliate thereof) as at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Agent in good faith after 10:00 a.m. (Toronto time) to reflect any error in a posted rate or in the posted average annual rate); provided that: (a) if such a rate does not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the Discount Rate quoted by the Agent (determined as of 10:00 a.m. (Toronto time) on such day) which would be applicable in respect of an issue of bankers’ acceptances in a comparable amount and with comparable maturity dates to the Bankers’ Acceptances proposed to be issued by the Borrower on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day; and (b) if the rate determined as aforesaid shall ever be less than zero for any date of determination, such rate for such date shall be deemed to be zero for the purposes of this Agreement.

“ Change in Law ” means the occurrence, after the Closing Date, of any of the following:

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provided that (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (USA) including all regulations, requests, rules, guidelines or directives thereunder and (ii) all requests, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((ii) being the “ New Basel Rules ”) shall be deemed to constitute a Change in Law regardless of the actual date or dates that such Act or regulations are or were enacted or promulgated, in each case (A) to the extent that such New Basel Rules are applicable to the Lender claiming that a Change in Law has occurred, (B) to the extent that such New Basel Rules are materially different from Applicable Laws which are in full force and effect on the date hereof and (C) to the extent that such New Basel Rules are not limited to specific financial institutions only but instead have general application to substantially all banks or their Affiliates which are subject to the New Basel Rules in question.

“ Change of Control ” means:

For clarity, a Qualifying IPO shall not constitute a Change of Control provided that none of the events described in clause (b) above have occurred.

“ Citibank Credit Facility ” has the meaning attributed thereto in the Purchase Agreement.

“ Closing Date ” means February 25, 2019.

“ Code ” means the United States Internal Revenue Code of 1986 .

“ Collateral ” means all Property and proceeds thereof now owned or hereafter acquired by any Obligor or Parent Pledgor in or upon which a Lien is granted or purported to be granted pursuant to any Security Document to secure any Lender Secured Obligations, but excluding any Excluded Property.

“ Collateral Agent ” means the Agent in its capacity as collateral agent for the Lender Secured Parties.

“ Commercial Operation Date ” means, with respect to a Material Growth Project, the date on which such Material Growth Project achieves commercial operation in accordance with the specifications for such Material Growth Project and all applicable completion and commissioning tests with respect to such Material Growth Project shall have been completed.

“ Commitment ” means, in respect of a Lender and in relation to:

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“ Commodity Exchange Act ” means the United States Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ Commodity Hedging Agreement ” means any agreement for the making or taking of delivery of any commodity, any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreement or arrangement, or any combination thereof, entered into by the applicable Person, the intended purpose and intent of which is to mitigate or eliminate exposure to fluctuations in commodity prices.

“ Compliance Certificate ” means a certificate of the Borrower signed on its behalf by any Authorized Officer, substantially in the form of Schedule C, to be given to the Agent and the Lenders by the Borrower pursuant hereto.

“ Confirmation ” means a confirmation of each Security Document entered into by the Borrower and each Parent Pledgor as of the Amendment Effective Date, such confirmation to be executed by the Borrower and each Parent Pledgor and be in form and substance satisfactory to the Agent (acting reasonably).

“ Consolidated EBITDA ” of the Borrower and its Subsidiaries (except for the KAPS Holdco Parties) in any period, means on a consolidated basis, the Consolidated Net Income for such period, plus (in each case, on a consolidated basis and without duplication):

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less (in each case, on a consolidated basis and without duplication):

provided that, Consolidated EBITDA for the Fiscal Quarter of the Borrower ended June 30, 2018 shall be deemed to be Cdn.$29,829,090, Consolidated EBITDA for the Fiscal Quarter of the Borrower ended September 30, 2018 shall be deemed to be Cdn.$29,268,528 and Consolidated EBITDA for the Fiscal Quarter in which the Closing Date occurs shall be determined by grossing up Consolidated EBITDA for the period from the Closing Date until the end of such Fiscal Quarter.

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“ Consolidated Equity ” means, on any date of determination, the sum of (without duplication): (a) consolidated equity of the Borrower, (b) KKR Preferred Equity and Permitted Preferred Equity and (c) any minority interest in any Obligor, all as determined on a consolidated basis in accordance with GAAP.

“ Consolidated Interest Expense ” means, for any fiscal period, without duplication, interest expense of the Borrower determined on a consolidated basis in accordance with GAAP, as the same would be set forth or reflected in a consolidated statement of income and retained earnings in the Financial Statements of the Borrower, and in any event shall include:

but shall exclude: (i) any dividends on KKR Preferred Equity or Permitted Preferred Equity, (ii) any non-cash amortization of deferred financing costs, (iii) any one-time cash costs associated with the breakage in respect of Interest Hedging Agreements, (iv) capitalized interest, whether paid in cash or otherwise, (v) any other non-cash interest expense less cash interest income for such period, (vi) any interest expense attributable to operating leases under GAAP for such period and (vii) KAPS Consolidated Interest Expense.

“ Consolidated Net Income ” of any Person for any financial period for which it is being determined, means the net income (or net loss) of such Person determined on a consolidated basis in accordance with GAAP, for such period; provided that, (a) unless otherwise expressly provided or the context otherwise requires, references herein to “Consolidated Net Income” shall be and shall be deemed to be references to the Consolidated Net Income of the Borrower, and (b) the “Consolidated Net Income” of any Obligor shall not include KAPS Consolidated Net Income.

“ Consolidated Total Assets ” means, as at any date of determination, an amount equal to the total assets as shown on the consolidated balance sheet in the Financial Statements of the Borrower most recently provided to the Agent pursuant to Section 9.1(a).

“ Contribution Transactions ” means, collectively, the SemGroup Contribution and the KKR Contribution.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise. “ Controlling ” and “ Controlled ” have corresponding meanings.

“ Control Agreement ” means, with respect to any deposit account, any securities account, commodity account, securities entitlement, or commodity contract, an agreement, in form and substance reasonably satisfactory to the Agent, among the Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried, and such Obligor maintaining such

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account, effective to grant “control” (as defined under the applicable PPSA) over such account to the Agent, providing, among other things, that upon notice that an Event of Default has occurred and while it is continuing, such notice having been given by the Agent to such financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried, such financial institution or such other Person shall comply with orders and directions only from the Agent with respect to such deposit account, securities account, commodity account, securities entitlement, or commodity contract.

“ Conversion ” means a conversion or deemed conversion of a Loan (except a Letter of Credit) into another type of Loan (except a Letter of Credit) pursuant to the provisions hereof, and “ Convert ” has a corresponding meaning; provided that, subject to Section 2.3 and to Article 5 with respect to Bankers’ Acceptances, the conversion of a Loan denominated in one currency to a Loan denominated in another currency shall be effected by repayment of the Loan or portion thereof being converted in the currency in which it was denominated and readvance to the Borrower of the Loan into which such conversion was made.

“ Conversion Date ” means the date specified by the Borrower as being the date on which the Borrower has elected to Convert, or this Agreement requires the Conversion of, one type of Loan into another type of Loan and which shall be a Banking Day.

“ Conversion/Rollover/Repayment Notice ” means a notice substantially in the form of Schedule D to be given to the Agent by the Borrower pursuant hereto.

“ Covenant Adjustment Period ” means the period commencing on the Initial KAPS Facility Drawdown Date and ending on the last day of the tenth Fiscal Quarter after the Fiscal Quarter in which the Initial KAPS Facility Drawdown Date occurs.

“ Credit Facilities ” means, collectively, the Term Loan Facility, the Revolving Facility, the KAPS Facility and the Operating Facility, and “ Credit Facility ” means any one of them.

“ Crude Oil Gathering Agreement ” means the Patterson Creek Crude Oil Gathering System Firm Service Crude Oil Gathering Agreement dated February 18, 2015, between Hammerhead and Meritage Midstream Services III, LLC, as assigned to Meritage Midstream ULC pursuant to the Assignment and Assumption Agreement dated as of April 6, 2015, as it may be supplemented, amended, restated, amended and restated or replaced.

“ Crude Oil Gathering System ” means the Patterson Creek Crude Oil Gathering System owned and operated by Meritage Midstream ULC and located in Alberta, Canada (as more particularly described in the Ownership and Operation Agreement (Crude Oil Facilities) and as it may be extended in connection with Meritage Midstream ULC performing crude oil gathering for other customers).

“ Cure Right ” has the meaning attributed thereto in Section 9.4(b).

“ Currency Hedging Agreement ” means any currency swap agreement, cross-currency agreement, forward agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the applicable Person where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time.

“ Currency Hedging Notice ” means a notice substantially in the form of Schedule K to be given to the Agent by the Borrower pursuant hereto.

“ DBNA ” means the Depository Bills and Notes Act (Canada).

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“ DBRS ” means DBRS Limited and any successor thereto.

“ Debt ” means, with respect to any Person and at any time, all indebtedness for borrowed money of such Person at such time and, in any event, includes (without duplication):

provided that, notwithstanding the foregoing, Debt of a Person shall not include (i) any of the foregoing that is owed between Obligors, (ii) any balance that constitutes a trade payable or similar obligation to a trade creditor, accrued in the ordinary course of business, (iii) any earn-out obligation until such obligation is reflected as a liability on the balance sheet of such Person in accordance with GAAP or (iv) any collateral received from a counterparty to a Hedge Agreement as credit support for such counterparty thereunder.

“ Debt Service ” means, as of any date of determination, the sum of:

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“ Debt Service Coverage Ratio ” means, at the end of a Fiscal Quarter, the ratio of Adjusted EBITDA divided by Debt Service, in each case for the four consecutive Fiscal Quarters ended on such date.

“ Default ” means any event or condition that would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both.

“ Defaulting Lender ” means any Lender:

“ Default Rate ” means the per annum rate equal to (a) the Prime Rate plus the Applicable Margin for Prime Loans plus 2.00% per annum, in the case of amounts in Canadian Dollars or (b) the US Base Rate plus the Applicable Margin for USBR Loans plus 2.00% per annum, in the case of amounts in U.S. Dollars.

“ Designated Contribution Proceeds ” means the net proceeds of any Equity Securities or Permitted Shareholder Debt (including, without limitation, the net proceeds received by the Borrower from (i) a Qualifying IPO, (ii) the issuance of Equity Securities to any Person other than a Sponsor or its Affiliate or (iii) an equity contribution from a Person other than a Sponsor or its Affiliate) received by the Borrower after the Closing Date and designated as Designated Contribution Proceeds by written notice provided by the Borrower to the Agent before or promptly after receipt of such net proceeds by the Borrower; provided that:

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“ Discount Note ” means a non-interest bearing promissory note of the Borrower, denominated in Cdn. Dollars, issued by the Borrower to a Non-Acceptance Lender as part of a BA Equivalent Advance substantially in the form attached as Schedule E or such other form as may be agreed to by the Agent, the Borrower and such Non-Acceptance Lender.

“ Discount Rate ” means, with respect to the issuance of a bankers’ acceptance, the rate of interest per annum, calculated on the basis of a year of 365 days, (rounded up or down to the fifth decimal place with .000005 being rounded up) which is equal to the discount exacted by a purchaser taking initial delivery of such bankers’ acceptance, calculated as a rate per annum and as if the issuer thereof received the discount proceeds in respect of such bankers’ acceptance on its date of issuance and had repaid the respective face amount of such bankers’ acceptance on the maturity date thereof.

“ Disqualified Equity Securities ” means, with respect to any Person, any Equity Securities of such Person which, by their terms, or by the terms of any security into which they are convertible or for which they are putable or exchangeable, or upon the happening of any event, mature or are mandatorily redeemable (other than solely for Qualified Equity Securities), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or are redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale to the extent the terms of such Equity Securities provide that such Equity Securities shall not be required to be repurchased or redeemed until after the latest Applicable Maturity Date then in effect has occurred or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver hereunder)), in whole or in part, in each case prior to the date that is 91 days after the latest Applicable Maturity Date then in effect ( provided that only the portion of the Equity Securities which so matures or is so mandatorily redeemable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Securities).

“ Distribution ” means, in respect of any Obligor:

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“ Drawdown ” means any Advance which results in an increase in the Outstanding Principal.

“ Drawdown Date ” means the date on which a Drawdown is made by the Borrower pursuant to the provisions hereof and which shall be a Banking Day.

“ Drawdown Notice ” means a notice substantially in the form annexed hereto as Schedule F to be given to the Agent by the Borrower pursuant hereto.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” means any Person (other than (a) a natural person, (b) any Defaulting Lender, (c) any Obligor or (d) any Affiliate of an Obligor, in respect of which any consent that is required by Section 16.2(b) has been obtained.

“ Eligible Engineer ” means an independent engineer or consultant appointed by the Borrower and reasonably acceptable to the Agent and the KAPS Facility Lenders.

“ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including:

“ Environmental Laws ” means all Applicable Laws with respect to the environment or environmental or public health and safety matters contained in statutes, regulations, rules, ordinances, orders, judgments, approvals, notices, permits or policies, guidelines or directives whether or not having the force of law.

“ Environmental Orders ” includes all applicable orders, directives, judgments, decisions or the like rendered by any Governmental Authority or court of competent jurisdiction pursuant to Environmental Laws or Environmental Permits.

“ Environmental Permits ” includes all permits, certificates, approvals, registrations, licences or other instruments issued by any Governmental Authority and relating to or required for the Borrower or its Subsidiaries to carry on their businesses, activities and operations in compliance with all Environmental Laws and Environmental Orders.

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“ EPAC ” means an action plan prepared by the Eligible Engineer in respect of the KAPS Project and the Equator Principles, in form and substance reasonably satisfactory to the KAPS Lead Arrangers.

“ Equator Principles ” means those principles so entitled and described in the document published by The Equator Principles Association titled ‘The Equator Principles June 2013. A financial industry benchmark for determining, assessing and managing environmental and social risk in projects’.

“ Equity Securities ” means, with respect to any Person, any shares, partnership units or other ownership or profit interests in such Person, whether voting or non-voting.

“ Equity Securities Equivalents ” means all Securities convertible into or exchangeable for Equity Securities or any other Equity Securities Equivalent and all warrants, options, or other rights to purchase, subscribe for, or otherwise acquire any Equity Securities or any other Equity Securities Equivalent, whether or not presently convertible, exchangeable or exercisable.

“ Equivalent Amount ” in one currency (the “ First Currency ”) of an amount in another currency (the “ Other Currency ”) means, as of the date of determination, the amount of the First Currency which would be required to purchase such amount of the Other Currency at the Exchange Rate for such currencies on such date of determination or, if such date of determination is not a Banking Day, on the Banking Day immediately preceding such date of determination.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Event of Default ” has the meaning attributed thereto in Section 12.1.

“ Exchange Rate ” means, in relation to the conversion of one currency into another currency, in each case, as determined by the Agent, using the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on such date (or, if not so quoted, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on the Banking Day immediately preceding such date); provided that, if such average rate is for any reason unavailable, it means the spot rate of exchange for wholesale transactions quoted by the Agent at approximately noon (Toronto time) on such date in accordance with its usual practice; and provided further that, for the purposes of determining whether there is a Currency Excess under Section 7.3, any Debt which is denominated in U.S. Dollars and with respect to which the Borrower has entered into a Currency Hedging Agreement with a term ending not earlier than the end of the Interest Period for the applicable Advance (the particulars of which Currency Hedging Agreement have been disclosed in either the applicable Drawdown Notice or Conversion/Rollover/Repayment Notice or in a Currency Hedging Notice provided to the Agent on or before the applicable Drawdown Date, Conversion Date or Rollover Date) with a Lender or a Person that was a Lender at the time such Currency Hedging Agreement was entered into will be converted into Cdn. Dollars at the effective rate of exchange to Cdn. Dollars set forth in such Currency Hedging Agreement to the extent of the foreign currency notional amount of US Dollars to which such Currency Hedging Agreement applies.

“ Excluded Debt ” means

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“ Excluded Property ” means:

“ Excluded Swap Obligations ” means, with respect to any Person providing an Obligor Guarantee, any Swap Obligation if, and to the extent that, all or a portion of the Obligor Guarantee of such Person of, or the grant by such Person of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Person or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Lender Hedge Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means, with respect to the Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of an Obligor hereunder or under any other Loan Document:

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“ Existing Bankers’ Acceptance ” means any Bankers’ Acceptance issued under the Existing Credit Agreement that is outstanding on the Amendment Effective Date.

“ Existing Credit Agreement ” means credit agreement dated as of February 25, 2019 among the Borrower, the Lenders and the Agent.

“ Fair Market Value ” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset or group of assets.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor legislation), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the Closing Date (or any amended or successor version described above), and any intergovernmental agreements (or related legislation or official administrative rules or practices) entered into in connection with such sections of the Code and any law, regulation or rule implementing any such intergovernmental agreement.

“ Federal Funds Rate ” means, for any day, the rate calculated by the Federal Reserve Bank of New York, based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Banking Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate for any date of determination would be less than zero, the Federal Funds Rate for such date shall be deemed to be zero for all purposes of this Agreement.

“ Finance Lease ” means, at any time, any lease or other arrangement providing for the right of the lessee thereunder to use property, real or personal, moveable or immovable (whether or not such lease or other arrangement is intended as security), and in respect of which the present value of the minimum rental commitment or other amounts payable by the lessee thereunder would, in accordance with GAAP as in effect on December 31, 2018 (regardless of when such lease is entered into, renewed, modified, extended, amended or supplemented), be capitalized on a balance sheet of the lessee thereunder.

“ Finance Lease Obligations ” means, at any time, the amount of any obligation which would, in accordance with GAAP, be required to be classified and accounted for as a Finance Lease on the consolidated balance sheet of a Person and its Subsidiaries; provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Finance Lease Obligations” shall be and shall be deemed to be references to Finance Lease Obligations of the Borrower and its Subsidiaries.

“ Financial Assistance ” means with respect of any Person and without duplication, any loan, guarantee, indemnity, assurance, acceptance, extension of credit, loan purchase, share purchase, equity or capital contribution, investment or other form of direct or indirect financial assistance or support of any other Person or any obligation (contingent or otherwise) primarily for the purpose of enabling another Person to incur or pay any Debt or to comply with agreements relating thereto or otherwise to assure or protect creditors of the other Person against loss in respect of the Debt of the other Person, and if for such purpose, includes any guarantee of or indemnity in respect of the Debt of the other Person and any absolute or contingent obligation to (directly or indirectly):

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provided that the term “ Financial Assistance ” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any Acquisition or disposition of assets permitted by this Agreement.

The amount of any Financial Assistance is the amount of any loan or direct or indirect financial assistance or support, without duplication, given, or all Debt of the obligor to which the Financial Assistance relates, unless the Financial Assistance is limited to such determinable amount, in which case the amount of the Financial Assistance is the determinable amount.

“ Financial Covenants ” has the meaning attributed thereto in Section 9.4.

“ Financial Statements ” means the financial statements (including the notes thereto) of the Borrower, which shall be consolidated unless expressly provided otherwise and shall include a balance sheet, a statement of income and retained earnings and a statement of cash flows, together with comparative figures in each case (where a comparative period on an earlier statement exists), all prepared, maintained and stated in accordance with GAAP applied consistently.

“ Firm Service Take-or-Pay Agreement ” means any firm service take-or-pay agreement entered into between an Obligor and a counterparty (other than another Obligor or a Related Party) for the provision of any transporting, processing and/or storage services for natural gas or natural gas liquids where service fees are payable on a firm basis regardless of the actual volumes that are handled on behalf of such counterparty.

“ Fiscal Quarter ” means the three (3) month period commencing on the first day of each Fiscal Year, and each successive three (3) month period thereafter during such Fiscal Year.

“ Fiscal Year ” means the fiscal year of the Borrower which presently commences on January 1 of each calendar year and ends on December 31 of each calendar year.

“ Foreign Lender ” means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for Canadian federal income tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for Canadian federal income tax purposes by application of the laws of that jurisdiction. For purposes of this definition Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“ Fronting Exposure ” means, at any time there is a Defaulting Lender under the Revolving Facility, such Defaulting Lender’s Applicable Percentage of the outstanding LC Obligations owing to the Fronting Lender other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized.

“ Fronting Fee ” means the fee charged by the Fronting Lender for issuing a Letter of Credit at a rate per annum as is agreed in writing between the Borrower and the Fronting Lender from time to time.

“ Fronting Lender ” means TD and/or any other Revolving Lender approved by the Agent and the Borrower (such approvals not to be unreasonably withheld) which has agreed to act as an Issuing Bank under the Revolving Facility; provided that there will be a maximum of two (2) Fronting Lenders at any time.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ GAAP ” means, subject to Section 1.4, generally accepted accounting principles in the United States, as in effect from time to time unless the Borrower elects to adopt generally accepted accounting principles in Canada for its audited annual or unaudited interim financial statements, in which case GAAP shall mean generally accepted accounting principles in Canada in effect from time to time including, for certainty, IFRS; provided that the Borrower shall promptly notify the Agent of any such election.

“ Gas Gathering Agreement ” means the Patterson Creek Gas Processing Facility and Associated Gas and Liquids Gathering and Transportation Systems Second Amended and Restated Firm Service Gas and Liquids Transportation and Handling Agreement dated March 21, 2017 between Meritage Midstream ULC and Hammerhead, as it may be supplemented, amended, restated, amended and restated or replaced.

“ Governmental Authority ” means the government of Canada, the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

“ Governmental Authorization ” means, in respect of any transaction, Person or event, any authorization, exemption, license, permit, franchise or approval from, or any filing or registration with, any Governmental Authority applicable to such transaction, Person or event or to any of such Person’s business, undertaking or Property, including those required under any Environmental Law, and “ Governmental Authorizations ” means any and all of the foregoing.

“ Guarantee ” means, in respect of any Person, any guarantee, undertaking to assume, endorse, contingently agree to purchase or pay, or to provide funds for the purchase or payment of, or otherwise become liable in respect of, any obligation of any other Person, including the provision of any Lien on the assets of such Person to secure the Debt or other obligation of any other Person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless the Guarantee is limited to a determinable amount in which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation.

“ Hammerhead ” means Hammerhead Resources Inc., formerly known as Canadian International Oil Operating Corp.

“ Hazardous Materials ” means any substance or mixture of substances defined as or determined to be a pollutant, contaminant, waste, hazardous waste, hazardous chemical, hazardous substance, toxic substance or dangerous good under any Environmental Law.

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“ Hedge Agreement ” means any Interest Hedging Agreement, Currency Hedging Agreement, Commodity Hedging Agreement or any other derivative agreement or similar agreement or arrangements.

“ Hedge Agreement Demand for Payment ” means a demand made by a Hedge Lender pursuant to, and in accordance with, a Lender Hedge Agreement demanding payment of the Lender Hedge Obligations which are then due and payable relating thereto and shall include any notice provided by a Hedge Lender under, and in accordance with, any agreement evidencing a Lender Hedge Agreement which, when delivered, would require an early termination thereof and a payment by the applicable Obligor in settlement of obligations thereunder as a result of such early termination.

“ Hedge Lender ” means any Lender or its Affiliate that enters into a Lender Hedge Agreement (regardless of whether such Lender ceases to be a Lender after such Lender Hedge Agreement is entered into), but excluding, for certainty, any Lender Hedge Agreement entered into by an Obligor with any Lender after such Lender’s Commitment has been fully cancelled in accordance with the terms hereof or after such Lender has assigned all of its rights and obligations under this Agreement in accordance with Section 16.2.

“ Hedge Monetization ” means (a) for purposes of the definition of KAPS Consolidated EBITDA, the termination, restructuring or unwinding of any Hedge Agreement (but, for certainty, excluding the termination thereof on the scheduled maturity date thereof) which has resulted in payments to a KAPS Holdco Party pursuant thereto and (b) for all other purposes, the termination, restructuring or unwinding of any Hedge Agreement (but, for certainty, excluding the termination thereof on the scheduled maturity date thereof) which has resulted in payments to the Borrower or a Subsidiary (except for a KAPS Holdco Party) pursuant thereto.

“ Honor Date ” has the meaning attributed thereto in Section 6.3(a) or Section 6.3(b), as applicable.

“ IFRS ” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the “ IASC Foundation ”), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning attributed thereto in Section 14.1(b).

“ Information ” has the meaning attributed thereto in Section 16.6(b).

“ Initial KAPS Facility Drawdown Date ” means the date of the initial Drawdown under the KAPS Facility.

“ Intellectual Property ” means Canadian, U.S. and foreign intellectual property, including all (a) (i) patents, inventions, processes, developments, technology, and know-how; (ii) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package designs, and photographs; (iii) trademarks, service marks, trade names, brand names, corporate names, domain names, logos, trade dress, and other source indicators, and the goodwill of any business symbolized thereby; and (iv) trade secrets, confidential, proprietary, or non-public information and (b) all registrations, issuances, applications, renewals, extensions, substitutions, continuations, continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts, or similar legal protections related to the foregoing.

“ Interest Hedging Agreement ” means any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the applicable Person where the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt).

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“ Interest Payment Date ” means:

provided that, in any case, the date on which a Credit Facility is fully cancelled or permanently reduced in full shall be an Interest Payment Date with respect to all Loans then outstanding under such Credit Facility.

“ Interest Period ” means:

provided that in any case: (x) the last day of each Interest Period shall be also the first day of the next Interest Period in the case of a Rollover; (y) the last day of each Interest Period shall be a Banking Day and if the last day of an Interest Period selected by the Borrower is not a Banking Day the Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next following the last day of the Interest Period selected unless such next following Banking Day falls in the next calendar month in which event the Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next preceding the last day of the Interest Period selected by the Borrower; and (z) the last day of all Interest Periods for Loans outstanding under each Credit Facility shall expire on or prior to the Applicable Maturity Date.

“ Investment Agreement ” means the Investment and Contribution Agreement dated as of January 9, 2019 between the Borrower, KKR Midstream and SemCanada.

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including its Affiliates) in the form of direct or indirect loans, advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Securities or other Securities, including Guarantees or similar obligations with respect to any of the foregoing, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. “ Investments ” shall exclude extensions of trade credit in the ordinary course of business on commercially reasonable terms in accordance with normal trade practices of such Person. If any Obligor sells or otherwise disposes of any Equity Securities of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market

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Value of the Borrower’s Investments in such Restricted Subsidiary that were not sold or disposed of. The acquisition by any Obligor of a Person that holds an Investment in a third Person will be deemed to be an Investment by such Obligor in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means:

provided that each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any Affiliate of such Issuing Bank, in which case the term “ Issuing Bank ” shall include any such Affiliate with respect to each Letter of Credit issued by such Affiliate.

“ K3 Adjustment Cash ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ KAPS Amortization Payments ” means the scheduled quarterly payments under the KAPS Facility which are set forth in the KAPS Facility Amortization Schedule.

“ KAPS Change of Control ” means the Obligors cease to own directly more than 50% of the Voting Securities of each KAPS Holdco Party.

“ KAPS CO&O ” means the Construction, Ownership and Operating Agreement, dated as of May 14, 2019 (as amended, supplemented and/or otherwise modified), by and between KAPS Holdco and Keyera Partnership.

“ KAPS COD ” means the date on which the KAPS Project commences commercial operations.

“ KAPS Consolidated EBITDA ” of the KAPS Holdco Parties in any period, means on a consolidated basis, the KAPS Consolidated Net Income for such period, plus (in each case, on a consolidated basis and without duplication):

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less (in each case, on a consolidated basis and without duplication):

“ KAPS Consolidated Interest Expense ” means, for any fiscal period, without duplication, interest expense of the KAPS Holdco Parties determined on a consolidated basis in accordance with IFRS, and in any event shall include:

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but shall exclude: (i) any non-cash amortization of deferred financing costs, (ii) any one-time cash costs associated with the breakage in respect of Interest Hedging Agreements, (iii) capitalized interest, whether paid in cash or otherwise, (iv) any other non-cash interest expense less cash interest income for such period and (v) any interest expense attributable to operating leases under IFRS for such period.

“ KAPS Consolidated Net Income ” of the KAPS Holdco Parties for any financial period for which it is being determined, means the net income (or net loss) of the KAPS Holdco Parties determined on a consolidated basis in accordance with IFRS, for such period.

“ KAPS Disposition Event ” means any sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of KAPS JV Assets other than the sale, conveyance, transfer or other disposition of any KAPS JV Assets by the Operator that are not, individually or in the aggregate, material to the operation of the KAPS JV Assets.

“ KAPS Equity Contributions ” means all contributions made by the Parent Pledgors to the Borrower of equity and Permitted Shareholder Debt for the purpose of funding Investments by the Obligors in the KAPS Holdco Parties.

“ KAPS Equity Issuance ” means an issuance of Equity Securities by a KAPS Holdco Party to a Person other than an Obligor.

“ KAPS Facility ” has the meaning attributed thereto in Section 2.1(c).

“ KAPS Facility Amortization Date ” means March 31, June 30, September 30 and December 31 of each calendar year, or, if such day is not a Banking Day, the immediately preceding Banking Day, commencing on the last day of the fifth Fiscal Quarter following the Fiscal Quarter in which KAPS COD occurs.

“ KAPS Facility Amortization Schedule ” means the amortization schedule in respect of the KAPS Facility provided by the Agent to the Borrower from time to time in accordance with Section 7.1(c).

“ KAPS Facility Commitment ” means, with respect to each KAPS Facility Lender, its obligation hereunder to make KAPS Facility Loans to the Borrower pursuant to Section 2.1(c), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth and opposite such KAPS Facility Lender’s name on Schedule A under the caption “KAPS Facility Commitment”, or in any Assignment and Assumption, as such amount may hereafter be increased, decreased, cancelled or terminated from time to time pursuant to this Agreement.

“ KAPS Facility Lender ” means, at any time, any Lender that has a KAPS Facility Commitment or KAPS Facility Loan at such time.

“ KAPS Facility Loan ” means a Loan under the KAPS Facility.

“ KAPS Facility Maturity Date ” means, subject to extension in accordance with Section 2.7, June 13, 2024, or if such day is not a Banking Day, the immediately preceding Banking Day.

“ KAPS GP ” means SemCAMS Pipeline ULC, an unlimited liability corporation subsisting under the laws of the Province of Alberta.

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“ KAPS Holdco ” means SemCAMS Pipelines Limited Partnership, a limited partnership duly formed, and validly existing under the laws of Alberta.

“ KAPS Holdco Parties ” means the KAPS Holdco and the KAPS GP, and “ KAPS Holdco Party ” means any one of them.

“ KAPS JV ” means the unincorporated joint venture established pursuant to the KAPS CO&O.

“ KAPS JV Assets ” means (a) the Equity Securities issued by each of the KAPS Holdco Parties and (b) all of the assets of the KAPS Holdco Parties including, without limitation, the KAPS Holdco Parties’ ‘Facility Participation’ in the ‘Facility Assets’ (as each such term is defined in the KAPS CO&O).

“ KAPS Lead Arrangers ” means (a) TD carrying on business under the name TD Securities, (b) Bank of Montreal carrying on business under the name of BMO Capital Markets, and (c) KKR Capital Markets LLC; and “ KAPS Lead Arranger ” means any one of them.

“ KAPS Material Adverse Effect ” means a material adverse effect on:

“ KAPS Material Documents ” means (a) initially, the KAPS CO&O and (b) after the Amendment Effective Date, any material agreement or document entered into between the parties to the KAPS CO&O pursuant to which the parties to the KAPS CO&O appoint a third party unaffiliated to the parties to the KAPS CO&O as the “Operator” (as such defined term is used in the KAPS CO&O) of the KAPS Project.

“ KAPS Permitted Liens ” means, as at any particular time, any of the following on all or any part of the Property of a KAPS Holdco Party:

“ KAPS Project ” means the Key Access Pipeline System, to be constructed to bring condensate and natural gas liquids from the Montney and Duvernay developments in northwestern Alberta to Fort Saskatchewan, Alberta, as further described in the KAPS CO&O, including, for certainty, the ‘Initial Facility Assets’, any ‘Capacity Expansion’ and any ‘System Extension’ (as each such term is defined in the KAPS CO&O).

“ KAPS Project Operator ” means the ‘Operator’ as defined in the KAPS CO&O.

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“ KKR ” means each of Kohlberg Kravis Roberts & Co., KKR Management Holdings LP, KKR North America Fund XI L.P., KKR North America Fund XI ESC L.P., KKR North America Fund XI SBS L.P., KKR North America Fund XII L.P., KKR Partners III, L.P. KKR CIS Global Investor L.P., CPS Managers Fund L.P., KKR Principal Opportunities Partnership (Domestic) L.P. and KKR Principal Opportunities Partnership (Domestic) L.P., and their respective Affiliates, but excluding portfolio companies of any of the foregoing.

“ KKR Additional Contribution ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ KKR Contribution ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ KKR Midstream ” means KKR Alberta Midstream Inc., a corporation subsisting under the laws of Alberta.

“ KKR Preferred Equity ” means the perpetual preferred Equity Securities issued by the Borrower to KKR Midstream on or before the Closing Date (or issued by the Borrower to KKR Midstream after the Closing Date in lieu of accrued dividends on such Equity Securities); provided that such Equity Securities are not redeemable at the option of the holders (other than in exchange for common Equity Securities) and any dividends on such Equity Securities are only payable in compliance with Section 9.3(d).

“ Knowledge ” means, in respect of the Borrower, the knowledge of any senior officer of the Borrower who has current knowledge of the relevant facts or circumstances.

“ LC Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank, together with a request for a LC Issuance, in the form provided to the Borrower by the Issuing Bank.

“ LC Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date when made or refinanced into another type of Loan on the date when made.

“ LC Fee ” means the fee payable pursuant to Section 4.5(a) or 4.5(b) for issuing a Letter of Credit.

“ LC Issuance ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ LC Issuer Documents ” means with respect to any Letter of Credit, the LC Application, and any other document, agreement and instrument entered into by the Issuing Bank and the Borrower (or any applicable Obligor) or in favour of the Issuing Bank and relating to such Letter of Credit and “ LC Issuer Document ” means any one of them.

“ LC Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all LC Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.8. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lead Arrangers ” means (i) TD carrying on business under the name TD Securities, (ii) Canadian Imperial Bank of Commerce, (iii) Bank of Montreal carrying on business under the name of BMO Capital Markets, (iv) Wells Fargo Securities, LLC and (v) KKR Capital Markets LLC; and “ Lead Arranger ” means any one of them.

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“ Lender Hedge Agreement ” means a Hedge Agreement entered into between a Hedge Lender and an Obligor which creates Lender Hedge Obligations.

“ Lender Hedge Obligations ” means all indebtedness, obligations and liabilities of any Obligor under any Lender Hedge Agreement entered into at any time on or after the Closing Date (regardless of whether such Lender or its Affiliate ceases to be a Lender after such Lender Hedge Agreement is entered into), but excluding, for certainty, any Lender Hedge Agreement entered into by any Obligor with any Hedge Lender after such Lender’s or its Affiliate’s Commitment has been fully cancelled in accordance with the terms hereof or after such Lender or its Affiliate has assigned all of its rights and obligations under this Agreement in accordance with Section 16.2.

“ Lender Parent ” means any Person that directly or indirectly controls a Lender and, for the purposes of this definition, “control” shall have the same meaning as set forth in the definition of “Affiliate” contained herein.

“ Lender Secured Documents ” means, collectively, the Loan Documents, the Lender Hedge Agreements, the Cash Management Documents and the Bilateral LC Facility Agreements.

“ Lender Secured Obligations ” means, collectively, all amounts, obligations, liabilities, owing by any Obligor to any or all of the Lender Secured Parties, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, and arising under, in connection with, or otherwise related to this Agreement or any other Lender Secured Documents and including, without duplication, (a) all Outstandings owed or guaranteed by any Obligor, (b) all Lender Hedge Obligations (other than Excluded Swap Obligations) owed or guaranteed by any Obligor, (c) all Cash Management Obligations owed or guaranteed by any Obligor, (d) all Bilateral LC Facility Obligations owed or guaranteed by any Obligor and (e) all other fees, expenses (including fees, charges, and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities, and reimbursement of amounts paid and other sums chargeable to any Obligor under any Lender Secured Document.

“ Lender Secured Parties ” means, collectively, (a) the Agent and the Lenders under the Loan Documents, (b) the Hedge Lenders under the Lender Hedge Agreements, (c) the Cash Managers under the Cash Management Documents and (d) the Bilateral LC Facility Lenders under the Bilateral LC Facility Agreements.

“ Lenders ” means, collectively, the Term Lenders, the Revolving Lenders, the KAPS Facility Lenders and the Operating Lender, and “ Lender ” means any one of them.

“ Lenders’ Counsel ” means Norton Rose Fulbright Canada LLP and such other firm(s) of legal counsel as the Agent may from time to time designate.

“ Letter of Credit ” or “ LC ” means a standby or documentary letter of credit or letter of guarantee in Cdn. Dollars or US Dollars issued by an Issuing Bank at the request of the Borrower pursuant to this Agreement.

“ Levy ” has the meaning attributed thereto in Section 9.2(f); and “ Levies ” has the corresponding meaning.

“ LIBO Rate ” means, for any Interest Period with respect to a LIBO Rate Loan, the rate per annum determined by the Agent at approximately 11:00 a.m. (London time), on the date that is two (2) Banking Days prior to the commencement of such Interest Period by reference to the rate set by ICE Benchmark Administration (or any display substituted therefor or any successor thereto) for deposits in US Dollars (as set forth by any service selected by the Agent that has been nominated by ICE Benchmark Administration (or any display substituted therefor or any successor thereto) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided , however , that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the

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“LIBO Rate” shall be the interest rate per annum determined by the Agent to be the average of the rates per annum at which deposits in US Dollars are offered for such relevant Interest Period by major banks in the London interbank market in London, England by the Agent at approximately 11:00 a.m. (London time) on the date that is two (2) Banking Days prior to the beginning of such Interest Period; provided , however that in no event shall the LIBO Rate be less than zero.

“ LIBO Rate Loan ” means an Advance in, or Conversion into, United States Dollars made by the Applicable Lenders to the Borrower under the Revolving Facility or the Operating Facility, with respect to which the Borrower has specified that interest is to be calculated by reference to the LIBO Rate, and each Rollover in respect thereof.

“ LIBO Rate Successor Rate ” has the meaning attributed thereto in Section 13.7(a).

“ LIBO Rate Successor Rate Conforming Changes ” means, with respect to any proposed LIBO Rate Successor Rate, any conforming changes to the definition of US Base Rate, LIBO Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Agent and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to reflect the adoption of such LIBO Rate Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBO Rate Successor Rate exists, in such other manner of administration as the Agent determines with the consent of the Borrower (such consent not to be unreasonably withheld or delayed)).

“ Liens ” means mortgages, charges, pledges, hypothecs, assignments by way of security, conditional sales or other title retentions, security created under the Bank Act (Canada), liens, encumbrances, security interests or other interests in Property, howsoever created or arising, whether fixed or floating, perfected or not, which secure payment or performance of an obligation and, including, in any event, (a) rights of set-off created for the purpose of securing (directly or indirectly) any Debt, and (b) the rights of lessors under Finance Leases and any other lease financing included as Debt.

“ Loan ” means a Prime Loan, a USBR Loan, a LIBO Rate Loan, a BA Equivalent Advance, or an Advance by way of the issuance of Bankers’ Acceptances or a Letter of Credit.

“ Loan Documents ” means this Agreement, the LC Issuer Documents, the Obligor Guarantees, the Security Documents and all other agreements, certificates, notices, instruments and other documents delivered or to be delivered by an Obligor to the Agent, the Lenders or any of them, in relation to the Credit Facilities pursuant hereto or thereto and, when used in relation to any Person, the term “ Loan Documents ” means and refer to the Loan Documents executed and delivered by such Person.

“ Majority KAPS Lenders ” means:

“ Majority Lenders ” means:

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“ Majority Revolving Lenders ” means:

“ Material Acquisition ” means an Acquisition made by an Obligor (but excluding the Acquisition from another Obligor) where the gross purchase price exceeds Cdn.$25,000,000 (or the Equivalent Amount in any Other Currency).

“ Material Adverse Effect ” means a material adverse effect on:

“ Material Disposition ” means a disposition of Property (whether by asset or share disposition or otherwise) by the Borrower or any Subsidiary where the gross proceeds exceed Cdn.$25,000,000 (or the Equivalent Amount in any Other Currency).

“ Material Growth Project ” means any project undertaken by an Obligor the aggregate budgeted capital cost of which (inclusive of capital costs expended prior to the acquisition thereof) exceeds, or is reasonably expected by the Borrower to exceed, Cdn.$10,000,000. For certainty, the KAPS Project shall not constitute a Material Growth Project.

“ Material Growth Project EBITDA Adjustments ” means, with respect to each Material Growth Project:

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In the event that the Borrower intends to include Material Growth Project EBITDA Adjustments with respect to any Material Growth Project, then as soon as is reasonably practicable after delivery by the Borrower to the Agent of such proposed determination of Material Growth Project EBITDA Adjustments pursuant to paragraph (a) of the definition of “Adjusted EBITDA”, and in any event within ten (10) Banking Days following such delivery to the Agent, the Agent shall either: (1) approve such determination of Material Growth Project EBITDA Adjustments (such approval not to be unreasonably withheld, conditioned or delayed); (2) object to such determination of Material Growth Project EBITDA Adjustments based on application of criteria set forth in paragraphs (a) and (b) above; or (3) request such additional information from the Borrower as is reasonably necessary to approve or object to the Borrower’s proposed determination. If the Agent objects to the Borrower’s determination of Material Growth Project EBITDA Adjustments or requests additional information, the Borrower and the Agent, each acting reasonably, shall cooperate to agree upon the determination of the Material Growth Project EBITDA Adjustments as soon as is reasonably practicable.

“ Meritage ” means Meritage Midstream ULC, an unlimited liability corporation subsisting under the laws of Alberta.

“ Minimum Liquidity ” means, at any relevant time, all unrestricted cash and Cash Equivalents of the Borrower, on a consolidated basis, together with all undrawn availability of the Borrower under the Revolving Facility.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Net Cash Proceeds ” means, with respect to any Casualty Event, Asset Sale, KAPS Disposition Event, KAPS Equity Issuance or incurrence of Debt (except for Excluded Debt) (each a “ Trigger Event ”), the proceeds received therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of Cash Equivalents, or Equity Securities or other assets when disposed of for Cash Equivalents, received by any Obligors or, in respect of a KAPS Equity

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Issuance only, by any KAPS Holdco Party, from such Trigger Event, net of (a) all reasonable costs and expenses incurred by the applicable Obligor with respect to such Trigger Event, (b) all Taxes paid or payable by any Obligor with respect thereto, and (c) any reserve established in accordance with GAAP against any liabilities associated with the Property being disposed of as part of an Asset Sale or KAPS Disposition Event; provided that, (i) in the case of a Casualty Event, the proceeds received from such Casualty Event shall only be included to the extent that (A) such Obligor is not actively proceeding with the development and construction or repair and re-construction (as applicable) of the Property for which such Casualty Event proceeds were received within 365 days after the receipt of such Casualty Event proceeds or (B) the Borrower has determined that it will not use such Casualty Event proceeds for replacement assets or re-construction and repairs to the Property for which such Casualty Event proceeds were received, (ii) in the case of an Asset Sale, the proceeds received from such Asset Sale shall only be included to the extent that such Obligor has not reinvested such proceeds in the business of the Obligors within 365 days after the receipt of such proceeds and (iii) in the case of an incurrence of Debt (except for Excluded Debt), the proceeds received from such incurrence shall only be included to the extent that such Obligor has not reinvested such proceeds in the business of the Obligors within 365 days after the receipt of such proceeds.

“ Non-Acceptance Lender ” means (a) a Lender which ceases to accept bankers’ acceptances in the ordinary course of its business or (b) in respect of Lenders which are not Canadian chartered banks or Schedule III Lenders, a Lender who, by notice in writing to the Agent and the Borrower, elects thereafter to make BA Equivalent Advances in lieu of accepting Bankers’ Acceptances.

“ Non-Recourse Parent Guarantees ” means (a) the Non-Recourse Parent Pledgor Guarantee dated as of the Closing Date made by KKR Midstream in favour of the Collateral Agent, (b) the Non-Recourse Parent Pledgor Guarantee dated as of the Closing Date made by SemCanada in favour of the Collateral Agent and (c) any other non-recourse parent pledgor guarantee made by any Parent Entity, other than KKR Midstream or SemCanada, that is equivalent to the Non-Recourse Parent Pledgor Guarantees described in (a) and (b) above.

“ Non-Recourse Parent Pledges ” means (a) the Non-Recourse Parent Pledge Agreement dated as of the Closing Date made by KKR Midstream in favour of the Collateral Agent, (b) the Non-Recourse Parent Pledge Agreement dated as of the Closing Date made by SemCanada in favour of the Collateral Agent and (c) any other non-recourse pledge agreement made by any Parent Entity (other than KKR Midstream and SemCanada) that is equivalent to the Non-Recourse Parent Pledge Agreements described in (a) and (b) above.

“ Obligor Debenture ” means the Demand Debenture and Securities Pledge Agreement dated as of the Closing Date initially made by the Borrower in favour of the Collateral Agent.

“ Obligor Guarantee ” means any Guarantee, in substantially the form attached at Schedule L, made from time to time by any Restricted Subsidiary of the Borrower in favour of the Collateral Agent.

“ Obligors ” means, collectively, the Borrower and those Restricted Subsidiaries which are party to the Obligor Guarantee and the Obligor Debenture.

“ Officer’s Certificate ” means a certificate or notice (other than a Compliance Certificate) signed by any Authorized Officer of the Borrower; provided , however , that Drawdown Notices and Conversion/Rollover/Repayment Notices shall be executed on behalf of the Borrower by any Authorized Officer or such other persons as may from time to time be designated by written notice from the Borrower to the Agent.

“ Operating Commitment ” means the Operating Lender’s obligation hereunder to make Operating Loans to the Borrower pursuant to Section 2.1(c), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth and opposite such Operating Lender’s name on Schedule A under the caption “Operating Commitment”, or in any Assignment and Assumption, as such amount may hereafter be increased, decreased, cancelled or terminated from time to time pursuant to this Agreement.

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“ Operating Facility ” has the meaning attributed thereto in Section 2.1(c).

“ Operating Facility Maturity Date ” means, subject to extension in accordance with Section 2.7, February 25, 2024, or if such day is not a Banking Day, the immediately preceding Banking Day.

“ Operating Lender ” means TD or such other Lender as may be agreed to by the Borrower, the Agent and such other Lender from time to time.

“ Operating Letter of Credit ” means a Letter of Credit issued by the Operating Lender under the Operating Facility.

“ Operating Loan ” means a Loan under the Operating Facility.

“ Other Currency ” has the meaning attributed thereto in the definition of Equivalent Amount.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Outstanding Principal ” means the aggregate, at any time, of:

provided that where this term is used in a context which expressly relates to only a particular Credit Facility, Outstanding Principal shall be limited to only that portion of the Outstanding Principal which is outstanding under that particular Credit Facility.

“ Outstandings ” means, at any time and from time to time, all of the obligations, Debt and liabilities (present or future, absolute or contingent, matured or not) of any Obligors to the Lenders or the Agent under, pursuant or relating to the Loan Documents or the Credit Facilities and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses and other amounts payable by any Obligors under the Loan Documents.

“ Overdraft ” means an amount owing by the Borrower to the Operating Lender from time to time as a result of clearance of cheques or drafts drawn on, or transfer of funds from, accounts of the Borrower maintained with the Operating Lender at its branch of account in Cdn. Dollars or US Dollars for such purpose, including as a result of demand and payment in respect of any Letter of Credit, and which will be deemed to constitute a Prime Loan (if such amount is denominated in Cdn. Dollars) or a USBR Loan (if such amount is denominated in US Dollars).

“ Ownership and Operation Agreement (Crude Oil Facilities) ” means the Agreement for the Ownership and Operation of the Patterson Creek Crude Oil Gathering System dated February 18, 2015 between Meritage Midstream Services III, LLC and Hammerhead, as assigned to Meritage Midstream ULC pursuant to the Assignment and Assumption Agreement dated as of April 6, 2015, as it may be supplemented, amended, restated, amended and restated or replaced.

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“ Ownership and Operation Agreement (Gas Facilities) ” means the Amended and Restated Agreement for the Ownership and Operation of the Patterson Creek Gas Processing Facility and Associated Gas and Liquids Gathering and Transportation Systems dated April 30, 2017 between Meritage Midstream ULC and Hammerhead, as it may be supplemented, amended, restated, amended and restated or replaced.

“ Parent Entity ” means any Person that is a direct owner of Equity Securities or Equity Securities Equivalents of the Borrower; and “ Parent Entity ” means any one of them.

“ Parent Pledgors ” means KKR Midstream, SemCanada and any other Parent Entity that provides a Non-Recourse Parent Guarantee and a Non-Recourse Parent Pledge; and “ Parent Pledgor ” means any one of them.

“ Participant ” has the meaning assigned to such term in Section 16.2(d).

“ Permitted Acquisition ” means, in respect of an Obligor, an Acquisition in respect of a Person engaged in a Similar Business; provided that no Default or Event of Default has occurred and is continuing or would reasonably be expected to exist (including as determined on a Pro Forma Basis) upon or as result of the completion of such Acquisition.

“ Permitted Contest ” means action taken by an Obligor in good faith by appropriate proceedings diligently pursued to contest any Taxes, Other Taxes, claims or Liens; provided that:

“ Permitted Debt ” means, in respect of an Obligor, any Debt which meets any one of the following conditions (and any Guarantee of any Permitted Debt shall also constitute Permitted Debt):

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“ Permitted Dispositions ” means:

“ Permitted Distributions ” means:

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and in each case the Minimum Liquidity, after giving effect to such Distribution on a Pro Forma Basis, is at least Cdn.$75,000,000.

“ Permitted Financial Assistance ” means:

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“ Permitted Holders ” means (i) SemGroup Corporation and/or any of its successors or Subsidiaries and/or (ii) KKR.

“ Permitted Investments ” means:

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“ Permitted Junior Debt ” means any Debt of an Obligor that is (x) unsecured, (y) subordinated in right of payment to the Lender Secured Obligations or (z) secured on a junior lien basis to the Lender Secured Obligations; provided that:

provided that, for certainty, Permitted Shareholder Debt, Permitted Preferred Equity, KKR Preferred Equity and Debt incurred by an Obligor in favour of another Obligor shall not constitute Permitted Junior Debt.

“ Permitted Liens ” means, as at any particular time, any of the following on all or any part of the Property of an Obligor:

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provided that nothing in this definition shall in and of itself cause the Lender Secured Obligations to be subordinated in priority of payment or security to the obligations secured by any such Permitted Lien.

“ Permitted Preferred Equity ” means any preferred Equity Securities (other than KKR Preferred Equity) which has any Debt-like attributes and which are issued by the Borrower in favour of a Sponsor or any of its Affiliates; provided that such Equity Securities are not redeemable at the option of the holders in cash and any dividends on such Equity Securities are only payable in compliance with Section 9.3(d).

“ Permitted Shareholder Debt ” means Debt of an Obligor that is (x) unsecured and (y) subordinated in right of payment to the Lender Secured Obligations pursuant to a Shareholder Debt Subordination Agreement; provided that:

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provided that, for certainty, Permitted Preferred Equity, KKR Preferred Equity and Debt incurred by an Obligor in favour of another Obligor shall not constitute Permitted Shareholder Debt.

“ Person ” means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ PPSA ” means the Personal Property Security Act (Alberta) and all regulations thereto, as the same may from time to time be in effect and the personal property security legislation of any other province or territory of Canada to the extent it may be required to apply to any item or items of Collateral.

“ Prime Loan ” means an Advance in, or Conversion into, Canadian Dollars made by the Applicable Lenders to the Borrower under a Credit Facility with respect to which the Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the Prime Rate.

“ Prime Rate ” means, for any day, the greater of:

provided that if the Prime Rate for any date of determination would be less than zero, the Prime Rate for such date shall be deemed to be zero for all purposes of this Agreement.

“ Pro Forma Basis ” means, as at any date of determination, a calculation of compliance with all of the applicable Financial Covenants (or other financial ratio test or liquidity threshold in the relevant provision, as applicable) using (as applicable):

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“ Pro Forma KAPS Debt to KAPS Equity Ratio ” means, as at the date of any Drawdown under the KAPS Facility, the ratio of (a) all Outstanding Principal under the KAPS Facility, including for such purposes, the amount to be drawn down under the KAPS Facility on such date to (b) the aggregate of all KAPS Equity Contributions made by the Parent Pledgors prior to such date.

“ Processing Plant ” means the gas processing and treatment facilities owned and operated by Meritage Midstream ULC commonly known as the Patterson Creek Processing Facility located in Alberta, Canada, as more particularly described in the Ownership and Operation Agreement (Gas Facilities) and as they may be modified or expanded in connection with Meritage Midstream ULC performing gas processing and treatment for other customers.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible including Equity Securities and Equity Securities Equivalents.

“ Public Lender ” has the meaning attributed thereto in Section 16.6(c).

“ Purchase Agreement ” means the share purchase agreement dated as of January 9, 2019 between the Borrower, as purchaser, and Meritage Midstream Services III, LP, as vendor.

“ Purchase Money Obligation ” means any monetary obligation created or assumed as part of the purchase price of Property, whether or not secured, provided that any Lien incurred in respect of such obligation shall not extend to any Property other than the Property acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the proceeds thereof.

“ Purchase Transaction ” means the sale to the Borrower by Meritage Midstream Services III, LP or its Affiliate of all of the equity, assets and business of Meritage, pursuant to the terms of the Purchase Agreement.

“ Qualified Equity Securities ” means any Equity Securities of the Borrower other than Disqualified Equity Securities.

“ Qualifying IPO ” means the issuance by the Borrower or any of its Affiliates (if the Borrower is a direct or indirect wholly-owned Subsidiary of such Affiliate) of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8 or NI 44-101) pursuant to an effective registration statement filed with the SEC or SEDAR in accordance with the US Securities Act or SEDAR in accordance with Canadian securities laws (whether alone or in connection with a secondary public offering) or in a firm commitment underwritten offering (or series of related offerings of securities to the public pursuant to a final prospectus) made pursuant to the US Securities Act or Canadian securities laws, where applicable.

“ Ramp Up Period ” has the meaning attributed thereto in paragraph (b) of the definition of “Material Growth Project EBITDA Adjustments”.

“ Rateable ” and “ Rateably ” means, at the Acceleration Date (subject to Section 7.6(b)), the proportion that the Equivalent Amount in Canadian Dollars of the amount of the Lender Secured Obligations then owing to any Lender Secured Party bears to the aggregate of the Equivalent Amount in Canadian Dollars of the Lender Secured Obligations then owing to all Lender Secured Parties.

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“ Register ” has the meaning attributed thereto in Section 16.2.

“ Related Party ” means any Person (other than an Obligor) which is any one or more of the following:

“ Release ” means any release, spill, emission, leak, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or sub-surface strata.

“ Restricted Subsidiary ” means any Wholly-Owned Subsidiary of the Borrower that:

“ Revolving Commitment ” means, with respect to each Revolving Lender, its obligation hereunder to make Revolving Loans to the Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth and opposite such Revolving Lender’s name on Schedule A under the caption “Revolving Commitment”, or in any Assignment and Assumption, as such amount may hereafter be increased, decreased, cancelled or terminated from time to time pursuant to this Agreement.

“ Revolving Facility ” has the meaning attributed thereto in Section 2.1(b).

“ Revolving Facility Maturity Date ” means, subject to extension in accordance with Section 2.7, February 25, 2024, or if any such day is not a Banking Day, the immediately preceding Banking Day.

“ Revolving Lender ” means, at any time, any Lender that has a Revolving Commitment or Revolving Loan at such time.

“ Revolving Letter of Credit ” means a Letter of Credit issued by a Fronting Lender under the Revolving Facility.

“ Revolving Loan ” means a Loan under the Revolving Facility.

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“ Rollover Date ” means:

“ S&P ” means S & P Global Ratings, a division of S & P Global Inc. and its successors.

“ Sale Leaseback ” means any arrangement with any Person providing for the leasing by any Obligor of any Property, which Property has been or is to be sold or transferred by such Obligor to such Person in contemplation of such leasing.

“ Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.

“ Sanctioned Person ” means, at any time, any Person (a) listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority, (b) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region) or (c) majority-owned or controlled by any of the foregoing, in all cases, to the extent it would not violate Applicable Law in Canada.

“ Sanctions ” means, solely in respect of the business activities of the Borrower or its Subsidiaries, economic or financial sanctions, trade embargoes or other restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority that are applicable to the Borrower or its Subsidiaries; provided however that, with respect to economic or financial sanctions, trade embargoes or other restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority outside of Canada, only to the extent such sanctions, trade embargoes or other restrictive measures would not violate Applicable Law in Canada.

“ Sanctions Authority ” means any of: (i) the Canadian government; (ii) the United States government (to the extent it would not violate Applicable Law in Canada); (iii) the United Nations Security Council; (iv) the European Union; (v) the United Kingdom; or (vi) the respective governmental institutions, departments and agencies of any of the foregoing, and “ Sanctions Authorities ” means all of the foregoing, collectively.

“ Sanctions Laws ” means (a) the laws, regulations, executive orders and rules promulgated or administered by the OFAC, the US Treasury Department or the US State Department to implement sanctions programs and any similar sanctions laws as may be enacted from time to time by the United States, including the International Emergency Economic Powers Act , the Trading With the Enemy Act , the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act and the U.S. Sudan Accountability and Divestment Act and any enabling legislation or executive orders relating to any of the foregoing or (b) any of the economic sanctions of Canada, including those provided for pursuant to the Special Economic Measures Act (Canada) or the United Nations Act (Canada), in each case, to the extent applicable.

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“ Schedule I Lender ” means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

“ Schedule II Lender ” means a Lender which is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

“ Schedule III Lender ” means a Lender which is an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

“ Scheduled Unavailability Date ” has the meaning attributed thereto in Section 13.7(a)(ii).

“ Second Lien Intercreditor Agreement ” means an intercreditor agreement substantially in the form of Schedule G (with such changes to such form as may be reasonably acceptable to the Agent and the Borrower) between the Agent, the Borrower and one or more classes of second lien secured Permitted Junior Debt.

“ Securities ” means, collectively, all Equity Securities, Equity Securities Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Debt, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options, and other rights to acquire, any such securities.

“ Security Documents ” means, collectively, the debentures, debenture pledge agreements, pledge agreements, negative pledge agreements, general security agreements, mortgages, assignments and other security agreements executed and delivered, or required to be executed and delivered to the Agent, by each of the Obligors and the Parent Pledgors under and pursuant to this Agreement to secure the Lender Secured Obligations, including the Obligor Debenture, the Non-Recourse Parent Pledges, and, if applicable, the Second Lien Intercreditor Agreement.

“ SemCAMS ” means SemCAMS ULC, an unlimited liability corporation subsisting under the laws of Alberta.

“ SemCanada ” means SemCanada II, L.P., a limited partnership formed under the laws of Oklahoma.

“ SemGroup ” means SemGroup Corporation, a corporation organized under the laws of Delaware.

“ SemGroup Contribution ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ SemGroup Note ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ Senior Debt ” means, as determined with respect to the Borrower on a consolidated basis, (a) the sum of the Outstanding Principal, the Finance Lease Obligations and the Purchase Money Obligations (including unreimbursed drawings in respect of Letters of Credit but excluding contingent reimbursement obligations in respect of undrawn Letters of Credit, Permitted Shareholder Debt, KKR Preferred Equity and Permitted Preferred Equity) less (b) the sum of all unrestricted cash and Cash Equivalents of the Obligors which are subject to a first ranking Lien under the Security Documents (subject to a maximum deduction of Cdn.$20,000,000).

“ Senior Debt to Adjusted EBITDA Ratio ” means, at the end of a Fiscal Quarter, the ratio of (a) Senior Debt on such date to (b) Adjusted EBITDA for the four consecutive Fiscal Quarters ended on such date.

“ Services Agreement ” means the Services Agreement dated as of February 25, 2019, among SemGroup and the Borrower (as in effect on the Closing Date).

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“ Shareholder Debt Subordination Agreement ” means a subordination agreement substantially in the form of Schedule M (with such changes to such form as may be reasonably acceptable to the Agent and the Borrower) between the Agent, the Borrower and one or more holders of Permitted Shareholder Debt.

“ Similar Business ” means any business conducted or contemplated to be conducted by the Obligors as of the Closing Date, or any business that is reasonably similar, related, synergistic, incidental, or ancillary thereto.

“ Solvent ” means, after giving effect to the consummation of the Contribution Transactions and the Purchase Transaction, (i) the sum of the liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis; (ii) the fair value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities of the Borrower and its Restricted Subsidiaries, on a consolidated basis; (iii) the capital of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof; and (iv) the Borrower and its Restricted Subsidiaries, on a consolidated basis, have not incurred debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).

“ Special Share Dividends ” has the meaning attributed thereto in the Investment Agreement as in effect on the Closing Date.

“ Sponsors ” means, collectively, SemGroup and KKR, and “ Sponsor ” means either of them.

“ Subsidiary ” means, with respect to a Person:

Unless otherwise specified herein, “ Subsidiary ” refers to a Subsidiary of the Borrower.

“ Successor ” has the meaning attributed thereto in Section 9.3(h).

“ Successor Transaction ” has the meaning attributed thereto in Section 9.3(h).

“ Swap Obligation ” means, with respect to any Obligor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

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“ Tax Act ” means the Income Tax Act (Canada).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, and any interest, fines, penalties or additions to taxes with respect to any of the foregoing.

“ TD ” means The Toronto-Dominion Bank.

“ Term Commitment ” means, with respect to each Term Lender, its obligation hereunder to make Term Loans to the Borrower pursuant to Section 2.1(a), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth and opposite such Term Lender’s name on Schedule A under the caption “Term Commitment”, or in any Assignment and Assumption, as such amount may hereafter be increased, decreased, cancelled or terminated from time to time pursuant to this Agreement.

“ Term Lender ” means, at any time, any Lender that has a Term Commitment or Term Loan at such time.

“ Term Loan ” means a Loan under the Term Loan Facility.

“ Term Loan Amortization Date ” means March 31, June 30, September 30 and December 31 of each calendar year, or, if such day is not a Banking Day, the immediately preceding Banking Day, commencing on March 31, 2020.

“ Term Loan Amortization Schedule ” means the amortization schedule attached hereto as Schedule J.

“ Term Loan Facility ” has the meaning attributed thereto in Section 2.1(a).

“ Term Loan Facility Maturity Date ” means, subject to extension in accordance with Section 2.7, February 25, 2024, or if such day is not a Banking Day, the immediately preceding Banking Day.

“ Termination Event ” means the occurrence of the Event of Default described in Section 12.1(e) or 12.1(f) or any other event which results in an automatic acceleration of the repayment of the Outstandings hereunder, without any notice being required from the Agent or any Lender.

“ Threshold Amount ” means Cdn.$35,000,000 (or the Equivalent Amount in any Other Currency).

“ Total Commitment ” means the aggregate of the Total Term Commitment, the Total Revolving Commitment, the Total KAPS Facility Commitment and the Operating Commitment.

“ Total Debt ” means, as determined with respect to the Borrower on a consolidated basis, the aggregate Debt of the Borrower and its Subsidiaries on a consolidated basis, including the Outstanding Principal (including unreimbursed drawings in respects of Letters of Credit but excluding contingent reimbursement obligations in respect of undrawn Letters of Credit, Permitted Shareholder Debt, KKR Preferred Equity and Permitted Preferred Equity), less the sum of all unrestricted cash and Cash Equivalents of the Obligors (subject to a maximum deduction of Cdn.$20,000,000).

“ Total Debt to Adjusted EBITDA Ratio ” means, at the end of any Fiscal Quarter, the ratio of (a) Total Debt on such date to (b) Adjusted EBITDA for the four consecutive Fiscal Quarters ending on such date.

“ Total KAPS Facility Commitment ” means the aggregate of the KAPS Facility Commitments of each of the KAPS Facility Lenders, as decreased, cancelled or terminated from time to time pursuant to this Agreement.

“ Total Revolving Commitment ” means the aggregate of the Revolving Commitments of each of the Revolving Lenders, as increased, decreased, cancelled or terminated from time to time pursuant to this Agreement.

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“ Total Term Commitment ” means the aggregate of the Term Commitments of each of the Term Lenders, as decreased, cancelled or terminated from time to time pursuant to this Agreement.

“ United States ” and “ U.S .” mean the United States of America.

“ United States Dollars ”, “ US Dollars ” and “ US $” means the lawful money of the United States of America.

“ Unreimbursed Amount ” has the meaning attributed thereto in Section 6.3(a).

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower that is not a Restricted Subsidiary.

“ USA ” means the Unanimous Shareholder Agreement, dated as of February 25, 2019, among the Parent Pledgors and the Borrower.

“ US Base Rate ” means, on any day, the greatest of:

provided that if the US Base Rate for any date of determination would be less than zero, the US Base Rate for such date shall be deemed to be zero for all purposes of this Agreement

“ USBR Loan ” means an Advance in, or Conversion into, United States Dollars made by the Applicable Lenders under a Credit Facility to the Borrower with respect to which the Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the US Base Rate.

“ US Securities Act ” means the Securities Act of 1933 , and the rules and regulations promulgated thereunder.

“ Voting Securities ” means:

“ Wholly-Owned Subsidiary ” means, with respect to any person (“ X ”):

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provided that unless otherwise expressly provided or the context otherwise requires, references herein or in any other Loan Document to “ Wholly-Owned Subsidiary ” or “ Wholly-Owned Subsidiaries ” shall be and shall be deemed to be references to Wholly-Owned Subsidiaries of the Borrower.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

Prior to any future adoption of generally accepted accounting principles in Canada by the Borrower, wherever in this Agreement reference is made to “generally accepted accounting principles” or “GAAP”, such reference shall be deemed to be to generally accepted accounting principles in the United States as in effect and set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, and applicable on a consolidated basis (unless otherwise specifically provided or contemplated herein to be applicable on an unconsolidated basis). Where the character or amount of any asset or liability or item of revenue or expense or amount of equity or unitholder equity is required to be determined,

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or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Loan Document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.

then written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, or by the Agent to the Borrower, in the case of a determination by the Agent or the Majority Lenders.

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Unless otherwise expressly provided herein, (a) references to organizational documents (including the USA), agreements (including the Loan Documents) and instruments, licences or other documents shall be deemed to include all subsequent amendments, restatements, amendment, and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases thereof, but only to the extent that such amendments, restatements, amendment, and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases are not prohibited by the Loan Documents and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such Applicable Laws.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated undrawn amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any ancillary document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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Any lease that would have been treated as an operating lease under GAAP as in effect on December 31, 2018 (regardless of when such lease is entered into, renewed, modified, extended, amended or supplemented) shall be deemed to be treated as an operating lease for all purposes of this Agreement, including for purposes of computing the Financial Covenants and determining compliance with any other covenant hereunder.

The Borrower, the Agent and the Lenders acknowledge and agree that as of the Amendment Effective Date:

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The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

Each reference to Schedule H or Schedule I herein shall be deemed to refer to such schedule as it is updated from time to time as required hereunder.

Article 2

CREDIT FACILITIES

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provided that, subject to Section 7.3, at no time shall (A) the Outstanding Principal under the Credit Facilities exceed the Total Commitment, (B) the Outstanding Principal under the Term Loan Facility exceed the Total Term Commitment, (C) the Outstanding Principal under the Revolving Facility exceed the Total Revolving Commitment, (D) the Outstanding Principal under the Operating Facility exceed the Operating Commitment, (E) the Outstanding Principal under the KAPS Facility exceed the Total KAPS Facility Commitment, or (F) the Equivalent Amount in Cdn. Dollars of the aggregate face amount of all outstanding Letters of Credit under the Revolving Facility and the Operating Facility exceed Cdn.$100,000,000 (or the equivalent in US Dollars).

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The Borrower may request Drawdowns upon the following terms and conditions:

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If and to the extent that the Borrower fails to so notify the Agent, or to so pay the relevant LIBO Rate Loan in accordance with the foregoing, the Borrower, in the case of a LIBO Rate Loan, shall be deemed to have requested a Conversion into a USBR Loan, in each case in an amount equal to that portion of the LIBO Rate Loan which is not rolled over, converted or repaid.

If and to the extent that the Borrower fails to notify the Agent or pay the relevant Bankers’ Acceptances in accordance with the foregoing, the Borrower shall be deemed to have requested a Conversion into a Prime Loan in an amount equal to that portion of the Bankers’ Acceptances which is not rolled over, converted or repaid.

The Borrower may, at its option, permanently reduce the Commitments under any Credit Facility by cancelling all or any part of the undrawn portion of such Credit Facility, provided that:

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If the Extension Request in respect of a Credit Facility is approved by Applicable Lenders holding at least 50% of the aggregate Commitments of all of the Applicable Lenders but by less than all of the Applicable Lenders, then the Agent shall also advise the Borrower of which Applicable Lender(s) did not agree to the Extension Request (each, a “ Non-Extending Lender ”), the amount of each Non-Extending Lender’s Commitment and the amount, if any, by which each Extending Lender is prepared to increase its Commitment in the event the Borrower proposes to cause the Commitment of a Non-Extending Lender to be assigned.

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The Borrower may at any time and from time to time add additional financial institutions hereunder as Revolving Lenders or Term Lenders or, with the consent of the Applicable Lender, increase the Revolving Commitment or the Term Commitment of a Lender and, in each case, thereby increase the Total Revolving Commitment or Total Term Commitment, provided that, at the time of any such addition or increase:

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concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender’s Commitment pursuant to this Section 2.9, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion of the Outstanding Principal owed to each Lender under the applicable Credit Facility as may be required by the Agent, acting reasonably, and as is necessary to ensure that the Outstanding Principal owed to all Lenders under the applicable Credit Facility and including therein such additional financial institution and the increased Commitment of any Lender under such Credit Facility, are in accordance with the Lender’s Applicable Percentage of all such Lenders (including the new financial institution and the increased Commitment of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Outstanding Principal which is outstanding by way of Bankers’ Acceptances, the new financial institution or such Lender shall provide an indemnity to the other Lenders in order to ensure such Bankers’ Acceptances are outstanding in accordance with the new Applicable Percentage. In addition to and without limiting the foregoing, the Agent shall (and is hereby authorized by all parties to) amend Schedule A hereto from time to time to reflect and give effect to the foregoing.

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and in the event that any Notified Lender has such a conflict of interest (an “ Affected Lender ”), then upon the Agent so notifying the Borrower, the Affected Lender shall have no obligation to provide Loans to finance such Take-over, notwithstanding any other provision of this Credit Agreement to the contrary; provided however that each other Notified Lender (a “ Non-Affected Lender ”) which has, or is deemed to have, no such conflict of interest shall have an obligation, up to the amount of its Commitment under the Revolving Facility, to provide Loans to finance such Take-over, and Loans to finance such Take-over shall be provided by each Non-Affected Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Take-over, that the Commitment of such Non-Affected Lender under the Revolving Facility bears to the aggregate of the Commitments of all the Non-Affected Lenders under the Revolving Facility.

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Article 3

CONDITIONS PRECEDENT

As conditions precedent to this Agreement becoming effective, the following conditions shall be satisfied:

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As conditions precedent to the making of any Drawdown under the Revolving Facility or the Operating Facility, the following conditions shall be satisfied:

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As conditions precedent to the making of the initial Drawdown under the KAPS Facility, the following conditions shall be satisfied:

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As conditions precedent to the making of any Drawdown under the KAPS Facility after the Initial KAPS Facility Drawdown Date, the following conditions shall be satisfied:

Article 4

PAYMENTS OF INTEREST AND FEES

The Borrower shall pay interest to the Agent on behalf of each Applicable Lender on each Prime Loan outstanding from time to time under the Term Loan Facility, the Revolving Facility or the KAPS Facility, at a rate per annum equal to the Prime Rate in effect from time to time plus the Applicable Margin. The Borrower shall pay interest to the Operating Lender on each Prime Loan outstanding from time to time under the Operating Facility at a rate per annum equal to the Prime Rate in effect from time to time plus the Applicable Margin. Such interest shall accrue daily and shall be payable quarterly in arrears on each Interest Payment Date for such Loan for the period from and including

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the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Prime Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the Prime Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

The Borrower shall pay interest in US Dollars to the Agent on behalf of each Revolving Lender on each USBR Loan outstanding from time to time under the Revolving Facility at a rate per annum equal to the US Base Rate in effect from time to time plus the Applicable Margin. The Borrower shall pay interest to the Operating Lender on each USBR Loan outstanding from time to time under the Operating Facility at a rate per annum equal to the US Base Rate in effect from time to time plus the Applicable Margin. Such interest shall accrue daily and shall be payable quarterly in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the USBR Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the US Base Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

The Borrower shall pay interest to the Agent on behalf of each Revolving Lender on each LIBO Rate Loan outstanding under the Revolving Facility during each Interest Period applicable thereto at a rate per annum, calculated on the basis of a 360 day year, equal to the LIBO Rate with respect to such Interest Period plus the Applicable Margin. The Borrower shall pay interest to the Operating Lender on each LIBO Rate Loan outstanding under the Operating Facility during each Interest Period applicable thereto at a rate per annum, calculated on the basis of a 360 day year, equal to the LIBO Rate with respect to such Interest Period plus the Applicable Margin. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Rollover Date, Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the LIBO Rate Loan outstanding during such period and on the basis of the actual number of days elapsed divided by 360.

Upon the acceptance by an Applicable Lender of a Bankers’ Acceptance, the Borrower shall pay to the Agent for the account of such Applicable Lender a stamping fee in Cdn. Dollars equal to the Applicable Margin calculated on the principal amount at maturity of such Bankers’ Acceptance and for the period of time from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance and calculated on the basis of the actual number of days elapsed in a year of 365 days.

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